INFORMATION SERVICES

This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

OFFER DOCUMENT

MANDATORY TOTALITARIAN TENDER AND EXCHANGE OFFER

under Articles 102 and 106 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented

concerning ordinary shares of the

ISSUER

BANCA

SISTEMA

OFFEROR

Banca C.F. + S.p.A.

Banca C.F.+

FINANCIAL INSTRUMENTS COVERED BY THE OFFER

a maximum of 15,480,195 Banca Sistema S.p.A.’s ordinary shares

UNIT CONSIDERATION OFFERED

A consideration amounting overall to EUR 1.89 for each Share tendered to the Offer, composed as follows: (a) EUR 1.432 in cash; and (b) EUR 0.458 through the allocation of a maximum of 23 Kruso Kapital S.p.A. shares, after the stock split, for each Banca Sistema Share tendered to the Offer, with the provision of an alternative cash payment of the same amount (EUR 0.458) to be chosen by the offerees within the Offer. It is understood that, if Borsa Italiana has already decided to start trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date (as defined below), the Consideration in KK Shares shall be paid in any event by means of the allotment of KK shares

TENDER PERIOD AGREED WITH BORSA ITALIANA S.P.A.

from 11 May 2026 to 12 June 2026, both included (from 8.30 a.m. CET to 5.30 p.m. CET), unless the Tender Period is extended

PAYMENT DATE OF THE CONSIDERATION

22 June 2026, unless the Tender Period is extended

FINANCIAL ADVISORS OF THE OFFEROR

Intermonte SIM S.p.A.

Unicredit S.p.A.

INTERMEDIARY IN CHARGE OF COORDINATING THE COLLECTION OF ACCEPTANCES

GLOBAL INFORMATION AGENT

Georgeson

Part of the Computershare Group

Georgeson S.r.l.

The approval of the Offer Document, by Consob resolution no. 23970 of 30 April 2026, does not imply any assessment on Consob's part about the advisability of the acceptance or the merits of the data and information contained herein.

1st May 2026

MAIN DEFINITIONS ... 8
INTRODUCTION ... 17
1. LEGAL REQUIREMENTS AND MAIN FEATURES OF THE OFFER ... 17
2. REASONS FOR THE OFFER AND SUMMARY OF FUTURE PLANS ... 21
3. OFFEROR ... 23
4. OFFER CONSIDERATION AND MAXIMUM DISBURSEMENT ... 25
5. LIMITED DUE DILIGENCE ON THE ISSUER ... 25
6. LOG OF THE MAIN EVENTS RELATED TO THE OFFER ... 25
7. MARKETS WHERE THE OFFER IS LAUNCHED ... 28

A. WARNINGS ... 30
A.1 Conditions Precedent of the Offer ... 30
A.2 Consideration in KK Shares and possible unavailability of KK shares ... 30
A.3 Approval of the Issuer's Financial Reports and Interim Reports ... 32
A.4 Information on the Offer's Financing ... 34
A.5 Performance Guarantee ... 35
A.6 Related Parties of the Issuer ... 35
A.7 Reasons for the Offer and the Offeror's Future Plans in relation to the Issuer ... 35
A.8 Transactions as a result of the Offer ... 38
A.8.1 Merger ... 38
A.8.2 Other possible extraordinary transactions ... 38
A.9 Notices and Authorisations to make the Offer ... 39
A.10 Reopening of the Terms of the Offer ... 39
A.11 Representation of the Offeror concerning the Sell Out Procedure under Article 108, paragraph 1, of TUF and the Sell Out Procedure under Article 108, paragraph 2, of TUF, and the right to restore the free float under Article 108 of the TUF ... 39
A.12 Possible shortage of free float and loss of requirements for maintaining STAR status ... 40
A.13 Articles of association provisions on the passivity rule and neutralisation rule, as well as on the possible application of the reciprocity clause under Article 104-ter of the TUF ... 41
A.14 Application of Article 39-bis (Independent Directors' Opinion) of the Issuers' Regulations ... 41

A.15 Potential Conflict of Interests among Parties involved in the Offer 41
A.16 Possible Alternative Scenarios for the Shareholder Recipients of the Offer 43
A.16.1 Scenarios relating to the Offer 43
A.17 Issuer's Notice 45
A.18 Critical Issues related to the National and International Macroeconomic Environment 45

B. PARTIES INVOLVED IN THE TRANSACTION 47

B.RMATION ON THE OFFEROR 47

B.1.1 Name, Legal Form and Registered Office 47
B.1.2 Incorporation and Duration 47
B.1.3 Applicable Legislation and Jurisdiction 47
B.1.4 Share Capital 47
B.1.5 Corporate Purpose 48
B.1.6 Major Shareholders 49
B.1.7 Management and Control Bodies 51
B.1.8 Brief description of the group headed by the Offeror 53
B.1.9 Activities of the Offeror and of the Group headed by the same 54
B.1.10 Main financial information on the Offeror and indication of accounting principles 55
B.1.11 Recent trends and perspectives 69
B.1.12 Persons Acting in Concert 69

B.2 INFORMATION ON THE ISSUER 70

B.2.1 Name, Legal Form and Registered Office 70
B.2.2 Share Capital 70
B.2.3 Major Shareholders 71
B.2.4 Management and Control Bodies and Auditing Firm 72
B.2.5 Brief Description of the Group Headed by the Issuer 74
B.2.6 Recent Trends and Perspectives 75

B.3 INTERMEDIARIES 84
B.4 Global Information Agent 85

C. CATEGORIES AND QUANTITIES OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER... 86

C.1 CATEGORY OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND THEIR QUANTITIES 86
C.2 NOTICES OR APPLICATIONS FOR AUTHORISATION REQUIRED BY APPLICABLE LEGISLATION 86

D. FINANCIAL INSTRUMENTS OF THE ISSUER OR HAVING AS UNDERLYING SUCH INSTRUMENTS HELD BY THE OFFEROR, INCLUDING THROUGH TRUST COMPANIES OR INTERPOSED PERSON 87

D.1 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE OFFEROR 87
D.2 POSSIBLE CONTANGO AGREEMENTS (CONTRATTI DI RIPORTO), AGREEMENTS OF SECURITIES LENDING, AGREEMENTS ESTABLISHING USUFRUCT OR PLEDGE RIGHTS OVER THE ISSUER'S FINANCIAL INSTRUMENTS OR ANY OTHER AGREEMENTS HAVING AS THEIR UNDERLYING SUCH FINANCIAL INSTRUMENTS 87
D.3 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE PERSONS ACTING IN CONCERT 87

E. UNIT CONSIDERATION FOR FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION 88

E.1 INDICATION OF THE UNIT CONSIDERATION AND ITS DETERMINATION 88
E.2 INDICATION OF THE TOTAL COUNTER-VALUE OF THE OFFER 91
E.3 COMPARISON OF THE CONSIDERATION WITH CERTAIN INDICATORS 91
E.4 MONTHLY WEIGHTED AVERAGE OF THE LISTINGS RECORDED BY THE ISSUER'S SHARES DURING THE TWELVE MONTHS PRIOR TO THE OFFER 93
E.5 INDICATION, IF KNOWN, OF THE VALUES ATTRIBUTED TO THE ISSUER'S FINANCIAL INSTRUMENTS ON THE OCCASION OF FINANCIAL TRANSACTIONS CARRIED OUT IN THE LAST FINANCIAL YEAR AND IN THE CURRENT FINANCIAL YEAR (SUCH AS MERGERS AND DEMERGERS, CAPITAL INCREASES, PUBLIC OFFERS, ISSUANCE OF WARRANTS, SIGNIFICANT PACKAGE TRANSFERS) 95
E.6 INDICATION OF THE VALUES AT WHICH, OVER THE PAST TWELVE MONTHS, PURCHASE AND SALE TRANSACTIONS HAVE BEEN CARRIED OUT BY THE OFFEROR IN RESPECT OF THE FINANCIAL INSTRUMENTS THAT ARE THE SUBJECT OF THE OFFER, SPECIFYING THE NUMBER OF TRANSACTIONS AND FINANCIAL INSTRUMENTS PURCHASED AND SOLD 96

F. PROCEDURES AND TERMS OF ACCEPTANCE OF THE OFFER, DATES AND PROCEDURES FOR THE PAYMENT OF THE CONSIDERATION AND THE RETURN OF THE SECURITIES SUBJECT TO THE OFFER 97

F.1 PROCEDURES AND TERMS SET FOR THE ACCEPTANCE OF THE OFFER AND FOR THE DEPOSIT OF THE FINANCIAL INSTRUMENTS 97

F.1.1 Tender Period 97
F.1.2 Acceptance procedure and deposit of the Issuer's Shares 97

F.2 INFORMATION CONCERNING THE OWNERSHIP AND EXERCISE OF THE ADMINISTRATIVE AND EQUITY RIGHTS ATTACHED TO THE FINANCIAL INSTRUMENTS THAT ARE SUBJECT TO THE OFFER, PENDING THE OFFER ...99
F.3 NOTICES RELATING TO THE TREND AND RESULT OF THE OFFER ...99
F.4 MARKET ON WHICH THE OFFER IS LAUNCHED ...100
F.5 PAYMENT DATE ...101
F.6 PROCEDURE FOR THE PAYMENT OF THE CASH CONSIDERATION ...101
F.7 PROCEDURE FOR THE PAYMENT OF THE CONSIDERATION IN KK SHARES ...102
F.8 LAW GOVERNING THE CONTRACTS EXECUTED BETWEEN THE OFFEROR AND THE HOLDERS OF THE ISSUER'S FINANCIAL INSTRUMENTS AND COMPETENT JURISDICTION ...102
F.9 PROCEDURES AND TERMS FOR THE RETURN OF THE BANCA SISTEMA SHARES IN CASE OF INEFFECTIVENESS OF THE OFFER AND/OR PRO-RATA ALLOTMENT ...102

G. PROCEDURES FOR FINANCING, EXACT PERFORMANCE GUARANTEES AND FUTURE PLANS OF THE OFFEROR ...103

G.1 PROCEDURES FOR FINANCING THE OFFER AND PERFORMANCE GUARANTEES ...103

G.1.1 Procedures for Financing the Offer ...103
G.1.2 Performance Guarantee ...103

G.2 REASONS FOR THE TRANSACTION AND THE OFFEROR'S FUTURE PLANS ...103

G.2.1 Reasons for the Offer and the Offeror's future plans drawn up in relation to the Issuer ...103
G.2.2 Investments and Related Forms of Financing ...105
G.2.3 Planned Amendments to the Issuer's Articles of Association ...106
G.2.4 Planned Changes in the Composition of the Issuer's Management and Control Bodies ...106

G.3 INDICATIONS CONCERNING THE RESTORATION OF THE FREE FLOAT ...106

H. ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR, THE PERSONS ACTING IN CONCERT WITH IT AND THE ISSUER OR MAJOR SHAREHOLDERS OR MEMBERS OF THE ISSUER'S MANAGEMENT AND CONTROL BODIES ...108

H.1 DESCRIPTION OF THE FINANCIAL AND/OR COMMERCIAL AGREEMENTS AND TRANSACTIONS RESOLVED OR PERFORMED IN THE TWELVE MONTHS PRIOR TO THE PUBLICATION OF THE OFFER, WHICH MAY HAVE OR HAVE HAD SIGNIFICANT EFFECTS ON THE BUSINESS OF THE OFFEROR AND/OR THE ISSUER ...108
H.2 AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS OR THE TRANSFER OF SHARES AND/OR OTHER FINANCIAL INSTRUMENTS OF THE ISSUER ...108

I. INTERMEDIARIES' FEES ... 109
L. ALLOCATION PROCEDURES ... 110
L.1 PROCEDURES FOR THE ALLOCATION OF THE SHARES FOLLOWING THE OFFER. 110
M. ANNEXES ... 111
M.1 Essential information ... 111
M.2 Offeror's Notice ... 112
N. DOCUMENTS TO BE MADE AVAILABLE BY THE OFFEROR TO THE PUBLIC, INCLUDING BY REFERENCE, AND PLACES OR WEBSITES WHERE SUCH DOCUMENTS ARE AVAILABLE FOR CONSULTATION ... 113
O. DECLARATION OF LIABILITY ... 114

MAIN DEFINITIONS

The following is a list of the main definitions and terms used within the Offer Document. These definitions and terms, unless otherwise specified, have the meanings set out below. The terms defined in the singular form also include the plural form, and vice versa, where the context so requires.

Agreement	The agreement signed on 29 June 2025 between the Offeror, on one side, and Gianluca Garbi, SGBS and Garbifin, on the other side, whereby, inter alia, the Tendering Shareholders Signing the Agreement had irrevocably committed to the Offeror to accepting the VTO, by tendering, in total, 19,995,371 Issuer's Shares, representing, at the time of the Agreement signing, approximately 24.86% of the Issuer's share capital, corresponding to 24.27% of the relevant voting rights.
Tendering Shareholders or Tendering Shareholder	The Issuer's shareholders, natural or legal persons, who have tendered their Shares to the Offer.
Other Countries	The United States of America, Australia, Canada, Japan or any other country, other than Italy, in which the Offer is not permitted in the absence of authorisation by the competent authorities or other fulfilment by the Offeror or is in breach of rules or regulations.
Shareholders' Meeting	Banca Sistema's Shareholders' Meeting.
Qualified Shareholding Authorisation	The authorisation necessary to hold a Qualified Shareholding under Articles 19 and 110 of the TUB.
Banca Sistema Shares or Shares or Share	The 80,421,052 ordinary shares representing Banca Sistema's share capital as of the Offer Document Date, having a nominal value of EUR 0.12 each, and listed on Euronext Milan, Euronext STAR Milan segment (ISIN code: IT0003173629).
Shares subject to the Offer or Share subject to the Offer	Each of (or, depending on the context, all or part of) the maximum of 15,480,195 Shares, representing approximately 19.249% of Banca Sistema's share capital, corresponding to the whole of Banca Sistema Shares (80,421,052 Shares), after deduction of the 64,940,857 Issuer's Shares already held by the Offeror as at the Offer Document Date, equal to approximately 80.751% of the relevant share capital and approximately 80.746% of the relevant voting rights (based on 80,425,652 voting rights).

Treasury Shares	Any ordinary shares issued by the Issuer that, from time to time, are directly and indirectly held by the Issuer itself. As at the Offer Document Date, and to the best of the Offeror’s knowledge, the Issuer does not hold Treasury Shares.
Tendering Shareholders Signing the Agreement	Together, Gianluca Garbi, SGBS and Garbifin.
Bank of Italy	The Bank of Italy, headquartered in Rome, Via Nazionale no. 91.
European Central Bank or ECB	The European Central Bank, headquartered in Frankfurt (Germany), Sonnemannstrasse no. 20.
Performance Guarantee Bank	UniCredit S.p.A, with registered office and general management office at Piazza Gae Aulenti No. 3, Tower A, Milan, authorised share capital EUR 25,281,895,025.48, subscribed and paid-in as to EUR 21,453,835,025.48, tax identification code, VAT No. and registered with the Milan Monza Brianza Lodi Companies Register under No. 00348170101, registered with the Banks Register under No. 5729 and parent company of the UniCredit Group, registered with the Banking Groups Register under No. 2008, a member of the Interbank Deposit Protection Fund and the National Guarantee Fund.
Borsa Italiana	Borsa Italiana S.p.A., headquartered in Milan, Piazza Affari no. 6.
Banca Sistema’s Capital Plan	The capital plan of Banca Sistema for the 2025–2027 three-year period, as last updated by the Banca Sistema’s Board of Directors on 21 March 2025, following the remarks made to the Issuer by the Bank of Italy on 20 December 2024, following the investigations carried out in the July–October 2024 period.
Italian Civil Code	The Italian civil code, approved by Royal Decree No. 262 of 16 March 1942, as subsequently supplemented and amended.
Corporate Governance Code	The Corporate Governance Code of listed companies approved by the Italian Committee for Corporate Governance and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria, in force as of the Offer Document Date.
Issuer’s Notice	The Issuer’s notice that the Issuer’s Board of Directors is required to draft and disseminate under Article 103, paragraph 3 of the TUF and Article 39 of the Issuers’ Regulation, containing all useful information for the evaluation of the Offer, and including the Independent Directors’ Opinion.

102 Notice	The Offeror’s notice pursuant to Article 102, paragraph 1, of the TUF and Article 37 of the Issuers’ Regulation, circulated on the Announcement Date and attached to the Offer Document as Annex M.2.
Notice of the Offer Final Results	The notice relating to the Offer final results, which shall be published by the Offeror in accordance with Article 41, paragraph 6, of the Issuers’ Regulations.
Notice of the Offer Final Results following the Reopening of the Terms	The notice relating to the Offer final results following the Reopening of the Terms, which shall be published by the Offeror in accordance with Article 41, paragraph 6, of the Issuers’ Regulations.
Notice of the Offer Provisional Results	The notice relating to the Offer provisional results, which shall be disseminated by the Offeror in accordance with Article 36 of the Issuers’ Regulation.
Notice of the Offer Provisional Results following the Reopening of the Terms	The notice relating to the Offer provisional results following the Reopening of the Terms, which shall be disseminated by the Offeror in accordance with Article 36 of the Issuers’ Regulations.
Consob	The Italian Stock Exchange Regulatory Body, headquartered in Rome, Via G.B.Martini no. 3.
Relevant Subsidiary or KK	Kruso Kapital S.p.A., a joint-stock company under Italian law with registered office in Milan, Largo Augusto no. 1/A, at the corner of Via Verziere no. 13, registration number with the Milan Monza Brianza Lodi Companies Register, tax identification code and VAT No. 10753220960, whose shares, as of the Offer Document Date, are admitted to trading on the Euronext Growth Milan multilateral trading facility organised and managed by Borsa Italiana, subsidiary of Banca Sistema, which holds 17,371,795 shares, equal to 70.59% of the share capital. It should be noted that, should all the KK shares to which they are entitled be allocated to the VTO tendering shareholders, as deferred consideration for the VTO (equal to 15,241,222 KK shares, i.e. 1,493,639,711 KK shares after the stock split), Banca Sistema’s participation in KK’s share capital would be reduced to approximately 8.66% (compared to the current shareholding, approximately equal to 70.59%).

Consideration	The consideration offered by the Offeror under the Offer, represented, for each Share tendered to the Offer, by the Cash Consideration and Consideration in KK Shares.
Consideration in KK Shares	EUR 0.458 to be paid through the allocation to each Tendering Shareholder to the Offer of maximum 23 KK shares, after the stock split of the outstanding KK shares based on the 1:98 ratio for each Share tendered to the Offer, under the terms and conditions better detailed in Paragraph E below of the Offer Document. For the sake of completeness, it should be noted that KK’s shareholders’ meeting called to resolve on the proposed split of the KK shares was held on 22 April 2026. The stock split, approved by KK’s shareholders’ meeting, will be implemented on a date to be determined by KK’s board of directors in accordance with Borsa Italiana’s schedule, taking into account the timing related to the Offer, the payment of the deferred consideration of the VTO and the translating project, as well as the time necessary to the resolution.
Cash Consideration	EUR 1.432 in cash, for each Share tendered to the Offer.
Offer Document Date	The date on which the Offer Document was published in accordance with Article 38 of the Issuers’ Regulations, i.e. 1^{st} May 2026.
Announcement Date	The date on which the Offer was announced to the public by means of the 102 Notice, i.e. 6 March 2026.
VTO Announcement Date	The date on which the VTO was announced to the public by means of the Notice under Article 102, paragraph 1 of the TUF, i.e. 30 June 2025.
Reference Date	The last trading day before the Offer Announcement Date, i.e. 5 March 2026.
VTO Reference Date	The last Trading Day before the VTO Announcement Date, i.e. 27 June 2025.
Payment Date	The date on which the payment of the Consideration shall be made, together with the transfer of the right of ownership to the Shares to the Offeror, which shall occur on the sixth (6^{th}) Trading Day following the closing of the Tender Period and, therefore, on 22 June 2026 (unless the Tender Period is extended in accordance with the applicable legislation), as specified in Section F, Paragraph F.5 of the Offer Document.

Payment Date following the Reopening of the Terms	The date on which the payment of the Consideration for the Shares tendered to the Offer during any Reopening of the Terms period shall be made, together with the transfer of the right of ownership to those Shares to the Offeror, which shall occur on the fifth (5^{th}) Trading Day following the closing of the Reopening of the Terms period and, therefore, on 6 July 2026 (unless the Tender Period is extended in accordance with the applicable legislation), as specified in Section F, Paragraph F.5 of the Offer Document.
Delisting	The delisting of the Shares from Euronext STAR Milan.
Offer Document	This offer document.
EIHC	European Investments Holding Company S.à r.l., headquartered in Luxembourg, 12C rue Guillaume Kroll, L-1882. For the sake of completeness, it is noted that as at the Offer Document Date, EIHC also incorporates Tiber 2 Investments S.à r.l.
Issuer or Banca Sistema	Banca Sistema S.p.A., a joint-stock company under Italian law with registered office in Milan, Largo Augusto no. 1/A, at the corner of Via Verziere no. 13, registration number with the Milan Monza Brianza Lodi Companies Register, tax identification code and VAT No. 12870770158. Registered with the Bank of Italy's Banks Register under No. 03158.3 and, the company belongs to the Banca CF+ Group, registered with the Banking Groups Register, and is subject to CF+'s managing and coordination.
Maximum Disbursement	The maximum total countervalue of the Offer, equal to EUR 29,257,569, calculated based on the Consideration, equal to EUR 1.89 per Share, and assuming that all the Shares subject to the Offer are tendered to the Offer.
Euronext Milan	Euronext Milan, a market organised and managed by Borsa Italiana.
Euronext Securities Milan or Monte Titoli	Monte Titoli S.p.A., headquartered in Milan, Piazza degli Affari no. 6.
Euronext STAR Milan	Euronext STAR Milan, segment of Euronext Milan, organised and managed by Borsa Italiana.
Merger	The Offeror's merger by incorporation into Banca Sistema.
Performance Guarantee	The performance guarantee, issued on 30 April 2026 by the Performance Guarantee Bank to the Offeror under Article 37–bis

	of the Issuers’ Regulation, as envisaged by Section A, Paragraph A.5, and better detailed in Section G, Paragraph G.1.2 of the Offer Document.
Garbifin	Garbifin S.r.l., with registered office in Alba (CN), Corso Torino no. 18, registration number with the Cuneo Companies Register, tax identification code and VAT No. 3574450049.
Trading Day	Each day on which the Italian regulated markets are open for business according to the trading calendar established annually by Borsa Italiana.
Global Information Agent	Georgeson S.r.l., with registered office in Rome, Via Nizza no. 128.
Banca Sistema Group	Banca Sistema and the companies directly and indirectly controlled by it pursuant to Article 2359 of the Italian Civil Code.
CF+ Group or Banca CF+ Group	The “Banca CF+ Group”, of which the Offeror is a parent company.
Depositary Intermediaries	Authorised intermediaries such as banks, securities brokerage firms, investment firms or stockbrokers acceding to the centralised administration system at Monte Titoli, which may collect and submit Acceptance Forms to the Intermediaries in Charge, as specified in Section B, Paragraph B.3 of the Offer Document.
Intermediaries in Charge	The intermediaries in charge of collecting acceptances to the Offer, referred to in Section B, Paragraph B.3, of the Offer Document.
Intermediary in Charge of Coordinating the Collection of Acceptances	The intermediary in charge of coordinating the collection of acceptances of the Offer, i.e. UniCredit Bank GmbH, Milan branch.
Stock Exchange Instructions	The instructions under the Stock Exchange Regulation in force at the Offer Document Date.
MAR	Regulation (EU) No. 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, as subsequently amended and supplemented.
Sell Out Procedure under Article 108, paragraph 1, of TUF	The Offeror’s commitment to purchase the residual Shares subject to the Offer from any requesting party, pursuant to Article 108, paragraph 1 of the TUF, if the Offeror and the

	Persons Acting in Concert come to hold, within the term of the Tender Period (as possibly extended in accordance with applicable law) and/or within the Reopening of the Terms period, as a result of the acceptances to the Offer and of any purchases of Shares made outside of the Offer itself under applicable legislation, directly or indirectly, by the Offeror and/or the Persons Acting in Concert, an overall shareholding in the Issuer at least equal to 95% of the Issuer's share capital.
Sell Out Procedure under Article 108, paragraph 2, of TUF	The Offeror's commitment to purchase, from whoever so requests, the Shares subject to the Offer not tendered to the Offer, under Article 108, paragraph 2 of the TUF, in the event that the Offeror and the Persons Acting in Concert come to hold an overall shareholding of more than 90% but less than 95% of the Issuer's share capital. In such an event, the Offeror henceforth states its intention to restore, within 90 days, a free float sufficient to ensure a regular trading. In such circumstances, there will be no Sell Out Procedure under Article 108, paragraph 2, of TUF.
Offeror or CF+	Banca CF+ Credito Fondiario S.p.A., also Banca CF+ S.p.A., a joint-stock company under Italian law, with registered office at Corso Europa no. 15, 20122 Milan, registration number with the Milan Monza Brianza Lodi Companies Register and tax identification code 00395320583, VAT No. 16340351002, share capital of EUR 55,780,782.83, fully subscribed and paid-in. Registered with the Bank of Italy's Banks Register – and, as parent company of the "Banca CF+ Group" banking group, the Banking Groups Register – under No. 10312.7, and member of the Interbank Deposit Protection Fund and the National Guarantee Fund.
Offer	The mandatory totalitarian tender and exchange offer for the Shares subject to the Offer, launched by the Offeror under Articles 102 and 106 of the TUF, as described in the Offer Document.
VTO	The voluntary totalitarian tender and exchange offer for the Issuer's Shares, announced on 30 June 2025, as a result of which, on the Announcement Date, the Offeror came to hold a shareholding in Banca Sistema in excess of the 30% threshold set forth in Article 106 of the TUF.
Independent Directors' Opinion	The reasoned opinion containing assessments on the Offer and the fairness of the Consideration, prepared by the Issuer's

	independent directors who are not related parties of the Offeror, pursuant to Article 39–bis of the Issuers’ Regulation, attached to the Issuer’s Notice.
Qualified Shareholding	A shareholding subject to prior authorisation under Articles 19 and 110 of the TUB.
Tender Period	The Offer’s acceptance period, agreed with Borsa Italiana, running from 8.30 a.m. CET of 11 May 2026 to 5.30 p.m. CET of 12 June 2026, both included, unless extended in accordance with applicable legislation.
Persons Acting in Concert	The persons acting in concert with the Offeror concerning the Offer under Article 101–bis, paragraph 4–bis, lett. b) of the TUF, specified in Paragraph B.1.12 of the Offer Document, i.e., jointly, EIHC, Elliott International, L.P. and Elliott International Limited.
Stock Exchange Regulations	The regulation of the markets organised and managed by Borsa Italiana, in force on the Offer Document Date.
Issuers’ Regulation	The regulation approved by Consob resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented, and in force on the Offer Document Date.
Related Parties’ Regulation	The regulation governing related–party transactions adopted by Consob resolution No. 17221 of 12 March 2010, as subsequently amended and supplemented.
Reopening of the Terms	The possible reopening of the terms of the Tender Period pursuant to Article 40–bis, paragraph 1, letter b), of the Issuers’ Regulations for 5 (five) Trading Days starting from the Trading Day following the Payment Date and, therefore, for the days 23, 24, 25, 26 and 29 June 2026, unless the Tender Period is extended, with payment on the Payment Date following the Reopening of the Terms.
Acceptance Form	The acceptance form template that may be used to accept the Offer by the holders of Shares.
SGBS	Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., also SGBS S.r.l., with registered office in Alba (CN), Corso Torino no. 18, registration number with the Cuneo Companies Register, tax identification code and VAT No. 3371510045.

TUB	Legislative Decree No. 385 of 1 February 1993, as subsequently amended and supplemented, and in force on the Offer Document Date.
TUF or Italian Consolidated Law on Finance	Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and in force on the Offer Document Date.

INTRODUCTION

The following introduction provides a brief description of the structure and the legal assumptions of the transaction dealt with this in Offer Document (the "Offer Document").

For the purposes of a full assessment of the terms and conditions of the transaction, we recommend a careful reading of the following Paragraph "Warnings" and of the entire Offer Document.

The data and information relating to the Issuer contained in this Offer Document are based on publicly available data and information (including those available on the Issuer's website, www.bancasistema.it) as of the date of publication of the Offer Document; for further information, reference is made to Paragraph 5 below of this Introduction of the Offer Document.

1. LEGAL REQUIREMENTS AND MAIN FEATURES OF THE OFFER

The transaction described in this Offer Document consists of a mandatory totalitarian tender and exchange offer (the "Offer") launched by Banca CF+ S.p.A. ("CF+" or the "Offeror"), pursuant to Articles 102 and 106 of the TUF, as well as to the applicable implementing provisions contained in the regulation approved by Consob resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), concerning a maximum of 15,480,195 ordinary shares (the "Shares" or the "Banca Sistema Shares") of Banca Sistema S.p.A. ("Banca Sistema", the "Issuer" or the "Company"), admitted to trading on Euronext Milan, segment of Euronext STAR Milan, organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), representing approximately 19.249% of Banca Sistema's share capital, corresponding to the whole of Banca Sistema Shares (80,421,052 Shares), after deduction of the 64,940,857 Issuer's Shares already held by the Offeror as at the Offer Document Date, equal to approximately 80.751% of the relevant share capital and approximately 80.746% of the relevant voting rights (based on 80,425,652 voting rights).

The obligation as to Offer follows the Offeror's launch of a voluntary totalitarian tender and exchange offer for the Issuer's Shares (the "VTO"), announced on 30 June 2025, as a result of which, on 6 March 2026 (the "Announcement Date"), the Offeror came to hold a shareholding in Banca Sistema in excess of the 30% threshold set forth in Article 106 of the TUF. More specifically, as at the Offer Document Date, the Offeror holds 64,940,857 Issuer's Shares, corresponding to approximately 80.751% of the relevant share capital and approximately 80.746% of the relevant voting rights as at the same date.

In this regard, with reference to the VTO, for the sake of completeness, please note that:

the acceptance period for the VTO started on 26 January 2026 and ended on 27 February 2026;
on 18 February 2026, the Offeror announced that it had increased the consideration for the VTO from a maximum total of EUR 1.80 to a maximum total of EUR 1.89, corresponding to a maximum increase of EUR 0.09 for each Banca Sistema share (+5%), of which EUR 0.05 in cash (from EUR 1.382 to EUR 1.432) and a maximum of EUR 0.04 in KK shares (from EUR 0.418 to EUR 0.458);

on 6 March 2026, the Offeror paid the initial consideration for the VTO (i.e. the cash amount equal to EUR 1.432 for each Share tendered to the VTO) to the VTO tendering shareholders during the acceptance period;
on 9 March 2026, the reopening of terms began pursuant to Article 40-bis of the Issuers’ Regulation, which ended on 13 March 2026;
on 20 March 2026, the Offeror paid the initial consideration for the VTO (i.e. the cash amount equal to EUR 1.432 for each Share tendered to the VTO) to the VTO tendering shareholders during the reopening of the terms;
the Offeror shall pay to the VTO tendering shareholders the deferred consideration of the same VTO (i.e. EUR 0.458 through the allocation of 23 KK shares) within 6 months from the payment date of the VTO initial consideration (i.e. within 6 months from 6 March 2026).

That said, on the Announcement Date, the Offeror notified Consob and announced to the public that the legal requirements for launching the Offer had been met, by means of a notice (the “102 Notice”) issued under Article 102, paragraph 1 of the TUF and Article 37 of the Issuers’ Regulation.

On 26 March 2026, the Offeror filed the Offer Document with Consob, under Article 102, paragraph 3 of the TUF, and disclosed it to the market by means of a specific press release.

The Offer is not aimed at the delisting of the Issuer’s Shares (the “Delisting”).

The Offer is launched exclusively in Italy, as the Banca Sistema Shares are listed on Euronext STAR Milan, organised and managed by Borsa Italiana, and is addressed, indiscriminately and on equal terms, to all the shareholders of the Issuer, without prejudice to Section F, Paragraph F.4 of the Offer Document.

CF+ will pay a consideration amounting to EUR 1.89 for each Share tendered to the Offer, composed as follows:

(a) EUR 1.432 in cash (the “Cash Consideration”); and

(b) EUR 0.458 (the “Consideration in KK Shares” and, together with the Cash Consideration, the “Consideration”) through the allocation of a maximum of 23 shares of Kruso Kapital S.p.A., a company with shares admitted to trading on the Euronext Growth Milan multilateral trading facility organised and managed by Borsa Italiana (the “Relevant Subsidiary” or “KK”), after the stock split of the outstanding shares of KK on the basis of the ratio 1:98, for each Share tendered to the Offer, with the provision of an alternative cash payment of the same amount (EUR 0.458) to be chosen by the offerees within the Offer. It is understood that, if Borsa Italiana has already decided to start trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date (as defined below), the Consideration in KK Shares shall be paid in any event by means of the allotment of KK shares (without prejudice to the following). According to KK’s announcement on 3 March 2026, KK’s Board of Directors, on the same date, resolved to start the preliminary activities for the process of translating KK’s shares from the Euronext Growth Milan multilateral trading facility to the Euronext Milan regulated market. On 22 April 2026,

the KK shareholders' meeting resolved to approve the plan for the listing and trading of KK's ordinary shares on Euronext Milan, with the simultaneous delisting of those shares from Euronext Growth Milan. For the sake of completeness, it should be noted that KK's shareholders' meeting called to resolve on the proposed stock split of the KK shares was held on 22 April 2026. The stock split, approved by KK's shareholders' meeting, will be implemented on a date to be determined by KK's board of directors in accordance with Borsa Italiana's schedule, taking into account the timing related to the Offer, the payment of the deferred consideration of the VTO and the translating project, as well as the time necessary to the resolution.

For the purpose of the payment of the Consideration in KK Shares, the Offeror will only use the 17,371,795 KK Shares held as of today's date by Banca Sistema, equal to approximately 70.59% of the relevant share capital, less the KK shares to be allocated to the payment of the VTO deferred consideration (overall, for the purposes of the deferred consideration for the VTO and the Consideration in KK Shares for the Offer, compared to the 17,371,795 KK shares held on today's date by Banca Sistema, only for the purposes of rounding—up the transaction¹, the Offeror shall use a maximum of 1,694,882,246 KK shares after the stock split, corresponding to approximately 17,294,717 KK shares before the stock split).

Please note that, should all KK shares to which the VTO tendering shareholders are entitled be allocated to them as deferred consideration for the VTO (equal to 15,241,222 KK shares, i.e. 1,493,639,711 KK shares after the stock split), Banca Sistema's shareholding in KK's share capital would be reduced to approximately 8.66% (compared to the current shareholding, approximately 70.59%

Therefore, given the amount of KK shares owned by Banca Sistema, the payment terms of the Consideration in KK Shares shall take into account the VTO acceptance levels, as well as the Offer acceptance levels actually received.

¹ "Rounding up the transaction" means that, in order to enable the allocation of a whole number of KK shares to the Tendering Shareholders for the purposes of paying the deferred VTO consideration and the Consideration in KK Shares, the Offeror has not taken into account all the KK shares held by Banca Sistema as at the Offer Document Date (i.e. 17,371,795 KK shares before the stock split), but only a portion thereof (i.e. approximately 17,294,717 KK shares before the stock split).

of KK shares (at least 13 KK shares) in proportion to the total number of KK shares owned by Banca Sistema on the Payment Date, and taking into account the received acceptance level; and (b) partly in cash, through the payment to the Company's Offer tendering shareholders of the amount of EUR 0.0199 in cash for each KK share not allocated after the stock split. In light of the above, for the sake of completeness, it should be noted that in the event of a 100% acceptance rate of the Offer for the Shares subject to the Offer, the Offeror will proceed to pay the Consideration in KK Shares (a) in part through the allocation of 13 KK shares after the stock split; and (b) in part in cash, by paying the Company's Offer tendering shareholders the amount of EUR 0.0199 in cash for each of the 10 KK shares, after the stock split, that are not allocated (i.e., EUR 0.199 for each Banca Sistema share tendered to the Offer).

It should be noted that, for the purpose of the payment of the Consideration in KK Shares, the Offeror intends to only use the KK shares already owned by Banca Sistema as at the Offer Document Date, and, therefore, does not intend to purchase KK shares on the market and/or from the current KK shareholders.

In order to proceed with the payment of the Consideration in KK Shares to Offer tendering shareholders by the Payment Date:

the KK shareholders' meeting called to vote on the proposed KK share stock split was held on 22 April 2026. The stock split, approved by KK's shareholders' meeting, will be implemented on a date to be determined by KK's board of directors in accordance with Borsa Italiana's schedule;
once the 1:98 KK stock split has been completed and the total number of shares to be allocated to the shareholders accepting the Offer has been determined, based on a ratio of 23 KK shares for each Banca Sistema Share effectively tendered in the Offer, the Offeror, in order to directly obtain the KK shares to be allocated to the Tendering Shareholders as Consideration in KK Shares, intends to purchase from Banca Sistema the required number of shares to be allocated to the parties accepting the Offer for a consideration equal to their market value (i.e., the average over the last 3 months), as soon as possible after the stock split is completed.

It is understood that, if it is not possible to allocate all or part of the KK shares, after the stock split, as payment of the Consideration in KK Shares by the Payment Date (for example, in case the split of the KK shares is not completed), the Company's shareholders subscribing to the Offer shall receive an amount of EUR 0.0199 in cash for each KK share, after the stock split, not allocated (and, therefore, in case none of the maximum 23 KK shares may be allocated, after the stock split, the amount to be paid in cash shall be EUR 0.458 for each Share tendered to the Offer, i.e. equal to the full Consideration in KK Shares). Therefore, if it is not possible to allocate part of the KK shares based on the above, the Offeror will make the payment of the Consideration in KK Shares (a) partly in cash, for the KK shares that cannot be allocated, and (b) partly through the allocation of KK shares in proportion to the total number of KK shares held by Banca Sistema, and taking into account the received acceptance level.

a premium of approximately 7.64% of the Shares official price on 5 March 2026, the last trading day prior to the Offer Announcement Date (the "Reference Date").

For the sake of completeness, it should be noted that the Cash Consideration comprises: (i) a discount of approximately 27.09% of the Shares official price on the VTO Reference Date; and (ii) a discount of approximately 18.44% of the Shares official price on the Reference Date.

The effectiveness of the Offer is not subject to any condition of effectiveness, since it is a mandatory tender offer under Article 106 of the TUF.

2. REASONS FOR THE OFFER AND SUMMARY OF FUTURE PLANS

2.1 Reasons for the Offer

The Offer is aimed at fulfilling the obligations under Article 106 of the TUF.

As already disclosed within the context of the VTO, as of August 2021, following the corporate reorganisation of what was then the Credito Fondiario group, CF+ is a bank specialised in lending to small and medium-sized enterprises, responding quickly and flexibly to their liquidity and financing needs, including through a digital bank-to-business interaction model.

The market segment of specialised banks is characterised by the presence of multiple operators who, with specialised skills, are able to provide services with a high degree of customisation and flexibility compared to traditional operators, but which due to their small size are exposed to risks arising from a financial, market and geopolitical context which is currently very complex.

In this context, aggregation transactions allow specialised players to bolster their capital strength, and increase profitability and efficiency in the medium to long term.

It is in this perspective that the Offeror has showed an interest in promoting the VTO – and subsequently the Offer – in order to (i) consolidate its competitive position, maximising economies of scale achievable through dimensional growth, and (ii) reduce business risk, through the greater diversification of the mix of products and customers, also through the contribution of skills, relations with the customers and the products offered by the Issuer.

In the light of its strategic guidelines and medium-long term objectives, CF+ believes that integration with the Issuer is a strategic lever for acceleration and maximisation of value for all stakeholders involved.

In line with the VTO, the Offer in question represents a market transaction aimed at all shareholders of the Issuer, which as a result of the acceptance to the same – given the price structure proposed – will simultaneously have the opportunity to:

immediately realise the value of the investment made over time in the Issuer, reducing the potential risks associated with the achievement of medium-to-long-term strategic objectives, upon payment of the Cash Consideration;
maintain their investment in the pawn credit business, ensuring continuity in the pursuit of the industrial and financial objectives outlined at the time, depending on the payment of the Consideration in KK Shares.

2.2 Industrial and commercial matters

Based on data as at 31 December 2025, the new entity resulting from the aggregation transaction would have a total assets of approximately EUR 6.6 billion, of which approximately EUR 4 billion is represented by loans to customers. The Issuer's customers will be able to benefit from the range of products and services of the Offeror, which will complement the current offerings of the Issuer. The contribution of such resources in terms of balance sheet aggregates will be such as to consolidate the Offeror's position as a leading specialised bank within the Italian market, positioning it as a potential aggregator for further players.

Although, as of the Offer Document Date, no formal decisions have been made by the Offeror's competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the merger of the Offeror into the Issuer (the "Merger") as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;
increase – with new resources – the already solid capital position of the intermediary.

With reference to this latter aspect, the Offeror notes, in fact, that — following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July–October 2024 (for further information on which, reference is made to Paragraph A.3 of the Offer Document) — the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of the capital plan for the 2025–2027 three-year period (the "Banca Sistema's Capital Plan"), the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024–2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

The integration of the Offeror and the Issuer will allow to:

strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;

develop a greater capacity to attract new talent with specific professional skills to support business development.

These objectives will be pursued with the aim of preserving a solid capital position and creating value for shareholders through the distribution of sustainable dividend flows over time, as part of a new dividend policy to be implemented after the completion of the overall transaction (including the Merger), once the findings currently imposed by the Bank of Italy on the Issuer have been overcome.

Fundamental to these assumptions will be the maintenance – as a result of the Merger of the Offeror into the Issuer – of the entity resulting from the same Merger as a listed company, a circumstance that will allow for greater flexibility in seizing strategic opportunities, also facilitating its potential role as an aggregator of specialised players in the market.

With a view to pursuing the strategic and industrial objectives of becoming a leading specialised bank for the SME sector, the pawn credit business is not considered core by the Offeror; for this reason, the payment of the Consideration in KK Shares will take place through the assignment of this asset, represented by the KK shares held by Banca Sistema, to the Offer Tendering Shareholders.

It is understood that, until the Payment Date, or in any case until KK is deconsolidated, it is the intention of the Offeror to ensure that, to the extent of its powers, KK is managed on a continuous basis, with diligence and according to criteria of ordinary and prudent management, without undertaking or carrying out any action, initiative or transaction that may significantly modify or alter KK and/or from which may result a change, even prospective, of the income, equity and/or financial conditions of KK.

For the sake of completeness, it should be noted that, as at the Offer Document Date, no resolutions have been passed that affect the continued employment of the Issuer's staff.

3. OFFEROR

The Offeror is Banca CF+ Credito Fondiario S.p.A., also Banca CF+ S.p.A., a joint-stock company under Italian law, with registered office at Corso Europa no. 15, 20122 Milan, registration number with the Milan Monza Brianza Lodi Companies Register and tax identification code 00395320583, VAT No. 16340351002, share capital of EUR 55,780,782.83, fully subscribed and paid-in.

Moreover, the Offeror is registered with the Bank of Italy's Banks Register – and, as parent company on the "Banca CF+ Group" banking group ("CF+ Group" or "Banca CF+ Group"), with the Banking Groups Register – under No. 10312.7, and member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

Pursuant to the Articles of Association, the Offeror's duration is set until 31 December 2060.

As at the Offer Document Date, the Offeror's share capital is held by the following shareholders.

Shareholder	no. of Shares	% of share capital
European Investments Holding Company S.à r.l.	52,744,563	90.54%
Panfilo Tarantelli	3,559,926	6.11%
Sergio Ascolani	466,737	0.80%
Iacopo De Francisco	288,834	0.50%
Michele Ronchi	261,826	0.45%
Salvatore Cordaro	255,484	0.44%
Argenta Holdings S.à r.l.	176,342	0.30%
Be Holding S.r.l.	173,301	0.30%
Quarto S.r.l.	134,865	0.23%
Alberico Potenza	96,566	0.17%
Giovanni Gallo Barbisio	69,058	0.12%
Carlo Goi	28,885	0.05%
Total	58,256,387	100%

As of the Offer Document Date, the Offeror is therefore directly controlled by European Investments Holding Company S.à r.l., headquartered in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("EIHC").

Please note that, to the best of the Offeror's knowledge, as of the Offer Document Date:

the share capital of EIHC is held directly as follows: 68% by Elliott International, L.P., headquartered in the Cayman Islands, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, and 32% by Elliott Associates, L.P., headquartered in the United States of America, 1209 Orange Street, Wilmington, Delaware, DE 19801;
none of the investors (limited partners) in Elliott Associates, L.P. holds an interest equal to or greater than 10% of the partnership's share capital;
Elliott International Limited - headquartered in the Cayman Islands, c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 - is the only limited partner holding more than 90% of the share capital of Elliott International, L.P.;
none of the shareholders of Elliott International Limited holds an interest equal to or greater than 10% of the company's share capital.

For further information on the Offeror and the Persons Acting in Concert, please refer to Section B, Paragraph B.1, of the Offer Document.

4. OFFER CONSIDERATION AND MAXIMUM DISBURSEMENT

CF+ shall pay – for each Share tendered to the Offer – the Consideration represented by the Cash Consideration and the Consideration in KK Shares.

The Consideration has been determined on the assumption that, prior to the Payment Date, including the Payment Date following the Reopening of the Terms:

(i) the Issuer does not approve or carry out any ordinary (including interim dividends) or extraordinary distribution of dividends from profit and/or other reserves; and
(ii) the Issuer does not approve or carry out any transaction on its share capital (including, without limitation, capital increases or reductions) and/or on the Shares (including, by way of example, share consolidation or cancellation).

If, prior to the Payment Date, even following the Reopening of the Terms, the Issuer pays a dividend (including an interim dividend) and/or distributes reserves to its shareholders, or in any case the coupon relating to dividends approved but not yet paid is detached from the Shares, the Consideration shall be adjusted downwards to take into account the dividend distributed (or the related interim dividend) or the reserve distributed.

The Consideration is understood to be net of stamp duties, insofar as they are due, and fees, commissions and expenses which will be incurred by the Offeror. The substitute tax on capital gains, if due, will be incurred by the Offer tendering shareholders.

For further information, please refer to Section E of the Offer Document.

In the event of full acceptance of the Offer by all Shareholders, the maximum countervalue for the Offer, calculated on the basis of the Consideration, equal to EUR 1.89 per Share, will amount to a total of EUR 29,257,569 (the "Maximum Disbursement"), of which EUR 22,167,639,24 for the Cash Consideration and EUR 7,089,929.31 for the Consideration in KK Shares. It should be noted that the Maximum Disbursement may be reduced depending on the number of Shares subject to the Offer acquired by the Offeror outside the Offer itself and/or by the Persons Acting in Concert.

5. LIMITED DUE DILIGENCE ON THE ISSUER

As known, prior to the VTO Announcement Date, the Offeror, with the support of its advisors, carried out a limited due diligence on Banca Sistema, specifically in relation to certain financial and business aspects.

The due diligence carried out was essentially to confirm the analyses carried out by the Offeror based on publicly available information.

Furthermore, it should be noted that Banca Sistema did not qualify the documentation and information provided by in the context of the due diligence as either privileged under the TUF and the MAR, or relevant under the Guidelines on the management of inside information published by Consob.

Accordingly, the VTO terms and conditions, and, accordingly, of the Offer – including the Consideration – have not been determined based on inside information.

6. LOG OF THE MAIN EVENTS RELATED TO THE OFFER

The schedule of the main events relating to the Offer and the timing thereof is summarised below.

Date	Event	Disclosure method
30 June 2025	102 Notice on the decision to launch the VTO.	Notice of the Offeror pursuant to Article 102, paragraph 1 of the TUF and Article 37 of the Issuers’ Regulation.
6 March 2026	VTO initial consideration payment date
6 March 2026	102 Notice concerning the launch of the Offer.	Notice of the Offeror pursuant to Article 102, paragraph 1 of the TUF and Article 37 of the Issuers’ Regulation.
26 March 2026	Filing of the Offer Document and the Acceptance Form with Consob.	Notice of the Offeror pursuant to Article 37-ter of the Issuers’ Regulation.
30 April 2026	Approval of the Offer Document by Consob pursuant to Article 102, paragraph 4 of the TUF (notified to the Offeror by resolution No. 23970 of 30 April 2026).	Notice of the Offeror pursuant to Article 36 of the Issuers’ Regulations.
30 April 2026	Sending of the Performance Guarantee to Consob.	Notice under Article 37-bis of the Issuers’ Regulation.
1st May 2026	Publication of the Offer Document	Notice of the Offeror pursuant to Article 38, paragraph 2, of the Issuers’ Regulation
Dissemination of the Offer Document pursuant to with Articles 36, paragraph 3 and 38, paragraph 2 of the Issuers’ Regulations.
By 8 May 2026	Approval by: (i) the Independent Directors’ Opinion by the Issuer’s Board of Directors, pursuant to Article 39-bis of the Issuers’ Regulation; and (ii) the Issuer’s Notice by the Issuer’s Board of Directors, pursuant to Article 39 of the Issuers’ Regulation.
Publication of the Issuer’s Notice (including the Independent Directors’ Opinion)	Independent Directors’ Opinion under Article 39-bis of the Issuers’ Regulation.
Issuer’s Notice under Article 103, paragraph 3 of the TUF, and Article 39 of the Issuers’ Regulation.
11 May 2026	Start of the Tender Period of the Offer.
12 June 2026 (unless the Tender Period is extended)	End of the Tender Period of the Offer.

Date	Event	Disclosure method
No later than the evening of the last day of the Tender Period, and in any event no later than 7.29 a.m. CET on the first Trading Day following the end of the Tender Period (i.e. by 15 June 2026, unless the Tender Period is extended)	Notice of the Offer Provisional Results, which shall specify (i) the provisional results of the Offer; (ii) whether the conditions for the Reopening of the Terms have been met; (iii) whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and shall provide (iv) information on the methods and timing for the possible restoration of the free float.	Notice of the Offeror pursuant to Article 36 of the Issuers' Regulations.
No later than 7.29 a.m. CET on the Trading Day prior to the Payment Date (i.e. by 19 June 2026, unless the Tender Period is extended)	Notice of the Offer Final Results, which shall (i) specify the final results of the Offer; (ii) confirm (a) whether the conditions for the Reopening of the Terms have been met; and (b) whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and shall provide (iii) information on the methods and timing for the possible restoration of the free float.	Publication of the notice pursuant to Article 41, paragraph 6, and Article 36 of the Issuers' Regulations.
On the sixth (6^{th}) Trading Day following the close of the Tender Period, (i.e. 22 June 2026, unless the Tender Period is extended)	Payment of the Consideration for the Shares tendered to the Offer during the Tender Period.
23 June 2026 (unless the Tender Period is extended)	Commencement of the Reopening of the Terms, if any.
29 June 2026 (unless the Tender Period is extended)	Ending of the Reopening of the Terms, if any.
No later than the evening of the last Reopening of the Terms period, and in any event no later than 7.29 a.m. CET on the first Trading Day following the end of the Reopening of the Terms period (i.e. by 30 June 2026, unless the Tender Period is extended)	Notice of the Offer Provisional Results following the Reopening of the Terms, whereby the Offeror shall also disclose: (i) whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and (ii) information on the methods and timing for the possible restoration of the free float.	Notice of the Offeror pursuant to Article 36 of the Issuers' Regulations.

Date	Event	Disclosure method
No later than 7.29 a.m. CET on the Trading Day prior to the Payment Date following the Reopening of the Terms (i.e. by 3 July 2026, unless the Tender Period is extended)	Notice of the Offer Final Results following the Reopening of the Terms, whereby the Offeror shall: (i) confirm the Offer provisional results and disclose whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and (ii) disclose information on the methods and timing for the possible restoration of the free float;	Publication of the notice pursuant to Article 41, paragraph 6, and Article 36 of the Issuers’ Regulations.
On the fifth (5^{th}) Trading Day following the close of the Reopening of the Terms period, if any (i.e. 6 July 2026, unless the Tender Period is extended)	Payment of the Consideration for the Shares tendered during the Reopening of the Terms, if any.
From the moment the legal requirements are met	If the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF are met, publication of a notice containing the information required to comply with the Sell Out Procedure under Article 108, paragraph 1, of TUF as well as the relevant indication on the timing of Delisting.	Notice in accordance with Article 50-quinquies of the Issuers’ Regulations.

All the notices referred to in the above table, unless otherwise specified, shall be deemed to be disseminated as set out in Article 36, paragraph 3 of the Issuers’ Regulations. Notices and releases relating to the Offer will be published without delay on the Offeror’s website dedicated to the Offer (www.bancacfplus.it)

7. MARKETS WHERE THE OFFER IS LAUNCHED

The Offer is launched exclusively in Italy, as the Banca Sistema Shares are listed on Euronext STAR Milan, organised and managed by Borsa Italiana, is addressed, indiscriminately and on equal terms, to all the shareholders of the Issuer and is subject to the disclosure requirements and procedural obligations provided for by Italian law.

The Offer is not being launched or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which such Offer is not permitted in the absence of the competent local authorities’ authorisation, or is in violation of rules or regulations (the “Other Countries”), or by using international means of communication or commercial instruments (including, without limitation, the postal network, fax, telex, e-mail, telephone and Internet) of the United States of America, Australia, Canada, Japan or the Other Countries, or any facility of any financial intermediary of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other manner.

For a full description of the markets where the Offer is launched and the restrictions applicable therein, please refer to Section F, Paragraph F.4 of the Offer Document.

A. WARNINGS

A.1 Conditions Precedent of the Offer

Since the Offer is a mandatory totalitarian tender and exchange offer pursuant to Articles 102 and 106 of the TUF, it is not subject to any conditions of effectiveness and is addressed, as specified in the Offer Document, without distinction and on equal terms, to all holders of the Issuer's ordinary Shares. Furthermore, there are no conditions of effectiveness of the Offer required by law.

For further information on the methods and terms established for accepting the Offer, see Section F of the Offer Document.

A.2 Consideration in KK Shares and possible unavailability of KK shares

As of the Offer Document Date, KK is controlled by Banca Sistema, which holds 17,371,795 KK shares, representing 70.59% of its share capital.

Upon completion of the VTO, CF+ acquired control of the Issuer pursuant to Article 93 of the TUF and, consequently, became the indirect holder of the 17,371,795 KK shares (1,702,435,910 shares after the split of the KK shares) currently held by Banca Sistema, equal to 70.59% of the relevant share capital. For the purpose of the payment of the Consideration in KK Shares, the Offeror will only use the 17,371,795 KK Shares held as of today's date by Banca Sistema, equal to approximately 70.59% of the relevant share capital, less the KK shares to be allocated to the payment of the deferred VTO consideration (overall, for the purposes of the deferred consideration for the VTO and the Consideration in KK Shares for the Offer, compared to the 17,371,795 KK shares held on today's date by Banca Sistema, only for the purposes of rounding—up the transaction², the Offeror shall use a maximum of 1,694,882,246 KK shares after the stock split, corresponding to approximately 17,294,717 KK shares before the stock split).

It should be noted that, should all the KK shares to which they are entitled be allocated to the VTO tendering shareholders, as deferred consideration for the VTO (equal to 15,241,222 KK shares, i.e. 1,493,639,711 KK shares after the stock split), Banca Sistema's participation in KK's share capital would be reduced to approximately 8.66% (compared to the current shareholding, approximately equal to 70.59%).

² "Rounding up the transaction" means that, in order to enable the allocation of a whole number of KK shares to the Tendering Shareholders for the purposes of paying the deferred VTO consideration and the Consideration in KK Shares, the Offeror has not taken into account all the KK shares held by Banca Sistema as at the Offer Document Date (i.e. 17,371,795 KK shares before the stock split), but only a portion thereof (i.e. approximately 17,294,717 KK shares before the stock split).

Offer, a maximum of 201,242,535 KK shares after the stock split shall be used, corresponding to approximately 2,053,495 KK shares before the stock split. Therefore, (i) up to an Offer acceptance level equal to approximately 58.643% of the Shares subject to the Offer, the Offeror will proceed to pay the Consideration in KK Shares through the allocation of 23 KK shares, after the stock split of the KK outstanding shares based on a 1:98 ratio, for each Share tendered to the Offer; (ii) for Offer acceptance levels higher than approximately 58.643% of the Shares subject to the Offer, the Offeror – considering the Shares tendered to the VTO – cannot allocate all 23 KK shares to each Offer tendering shareholder and, therefore, in such a case, will make the payment of the Consideration in KK Shares (a) in part through the allocation of KK shares (at least 13 KK shares) in proportion to the total number of KK shares owned by Banca Sistema on the Payment Date, and taking into account the received acceptance level; and (b) partly in cash, through the payment to the Company's Offer tendering shareholders of the amount of EUR 0.0199 in cash for each KK share not allocated after the stock split. In light of the above, for the sake of completeness, it should be noted that in the event of a 100% acceptance rate of the Offer for the Shares subject to the Offer, the Offeror will proceed to pay the Consideration in KK Shares (a) in part through the allocation of 13 KK shares after the stock split; and (b) in part in cash, by paying the Company's Offer tendering shareholders the amount of EUR 0.0199 in cash for each of the 10 KK shares, after the stock split, that are not allocated (i.e., EUR 0.199 for each Banca Sistema share tendered to the Offer).

In order to proceed with the payment of the Consideration in KK Shares to Offer tendering shareholders by the Payment Date:

the KK shareholders' meeting called to vote on the proposed KK share stock split was held on 22 April 2026. The stock split, approved by KK's shareholders' meeting, will be implemented on a date to be determined by KK's board of directors in accordance with Borsa Italiana's schedule;
once the 1:98 KK stock split has been completed and the total number of shares to be allocated to the shareholders accepting the Offer has been determined, based on a ratio of a maximum of 23 KK shares for each Banca Sistema Share effectively tendered in the Offer, the Offeror, in order to directly obtain the KK shares to be allocated to the Tendering Shareholders as Consideration in KK Shares, intends to purchase from Banca Sistema the required number of shares to be allocated to the parties accepting the Offer for a consideration equal to their market value (i.e., the average over the last 3 months), as soon as possible after the stock split is completed.

to the Offer, i.e. equal to the full Consideration in KK Shares). Therefore, if it is not possible to allocate part of the KK shares based on the above, the Offeror will make the payment of the Consideration in KK Shares (a) partly in cash, for the KK shares that cannot be allocated, and (b) partly through the allocation of KK shares in proportion to the total number of KK shares held by Banca Sistema, and taking into account the received acceptance level.

For the sake of completeness, it should be noted that, as disclosed by Kruso Kapital in its publicly available documentation, from the date the CRR III has been transposed into the Bank of Italy Circular No. 288/2015 (which, with reference to Kruso Kapital, is not expected to take place before 31 December 2026), the eligibility of the collateral represented by gold, other than investment gold, for credit risk mitigation purposes will no longer be considered in the determination of risk-weighted assets (RWAs) of pawn credit claims (resulting in a 75% risk weight). For the sake of completeness, it should be noted in this regard that, on 10 March 2026, Kruso Kapital announced that, assuming the application of the CRR III – i.e. non-eligibility of collateral represented by gold, other than investment gold, and the new method of calculating operational risk – the Total Capital Ratio, which stood at approximately 29.65% as at 31 December 2025, would be reduced to approximately 16.9%. It should also be noted that, as far as the Offeror is aware, Kruso Kapital is subject to maintaining a Total Capital Ratio of at least 8% (corresponding to the regulatory minimum applicable to Kruso Kapital as at the Offer Document Date).

As at the Offer Document Date, the Offeror is not aware of any impact on Banca Sistema resulting from the CRR III being transposed into the Bank of Italy Circular No. 288/2015.

As at the Offer Document Date, it cannot be excluded that Banca Sistema's annual SREP process may give rise to further obligations and limitations that may have an impact, even significant, on the economic, equity and financial situation of Kruso Kapital and of the group headed by it (in this respect, see Banca Sistema's press release issued on 13 January 2026 as to the communication received on that date from the Bank of Italy in relation to the completion of the Supervisory Review and Evaluation Process).

A.3 Approval of the Issuer's Financial Reports and Interim Reports

On 6 February 2026, the Board of Directors of the Issuer approved the draft financial statements and the consolidated financial statements for the financial year ending 31 December 2025. On 6 March 2026, the Board of Directors of the Issuer approved again the draft financial statements and the consolidated financial statements for the financial year ending 31 December 2025, amending the results already approved by the Board and disclosed to the market on 6 February 2026. These changes became necessary as a result of the completion of the VTO.

More specifically, on 6 March 2026, the Issuer announced that, with the completion of the VTO, it became necessary to perform an impairment test to verify whether the goodwill allocated to the subsidiary Kruso Kapital in accordance with IAS 36 could be recovered, the outcome of which led to the recognition of an write-down of approximately EUR 13.3 million in the Banca Sistema Group's consolidated financial statements. Therefore, this write-down of about EUR 13.3 million, which was recognised in the income statement, led to a reduction in the net profit attributable to the parent company for the 2025 financial year from

approximately EUR 42.3 million (previously reported on 6 February 2026) to approximately EUR 29.0 million, a reduction in group shareholders' equity (from approximately EUR 348.5 million to approximately EUR 335.2 million) and a reduction in the 'goodwill' item under intangible assets (from approximately EUR 44.0 million to approximately EUR 30.7 million) by the same amount. Furthermore, it should be noted that the main 'phased-in' capital ratios at the end of 2025, in light of the aforementioned impacts, remained unchanged.

It should also be noted that on 6 March 2026, the Issuer announced that "The Board of Directors, in order to comply with the requirements set forth by the Bank of Italy following the inspection findings notified on 20 December 2024, and in the communication dated 13 January 2026, has also resolved to propose to the Shareholders' Meeting, to be held on 23 April 2026, that the Banca Sistema S.p.A. 2025 net profit, amounting to EUR 34.3 million, be allocated in full to the retained earnings reserve. It should be noted that, upon the Bank of Italy's recommendation, in light of the prohibition in effect since 20 December 2024, which requires the Group not to include in the financial statements any cost or liability items related to elements arising from variable compensation, no expenses have been allocated for the personnel, the Chief Executive Officer, and members of the Board of Directors arising from obligations related to a change of control ("Change of Control"). These expenses, quantifiable as potential future outlays of approximately EUR 7.3 million (gross of tax effects), may affect subsequent fiscal years in whole or in part, depending on the decisions to be made by the Supervisory Board."

The Issuer's financial statements for the financial year ending 31 December 2025 was approved by the Issuer's shareholders' meeting of 23 April 2026.

The results as at 31 December 2025, as approved by the Issuer's Board of Directors on 6 February 2026 and subsequently amended on 6 March 2026, are made available to the public on the Issuer's website www.bancasistema.it.

Furthermore, it should be noted that, following the specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July–October 2024, the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of Banca Sistema's Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024–2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

In this regard – for the sake of completeness – the following is reported from the Issuer's consolidated management report as at 31 December 2025.

"The [Banca Sistema's] Capital Plan was transmitted to the Bank of Italy at the end of March 2025, together with a report describing the main actions required by the Supervisory Authority to overcome the findings notified on 20 December 2024, accompanied by the assessments of the Board of Statutory Auditors and the control functions.

On 12 September [2025], the Bank was notified of the proposed outcome of the sanction proceedings initiated by the Bank of Italy following the inspection conducted in 2024. The

proposal, which will still have to be approved by the competent bodies of Bank of Italy, provides for the imposition on Banca Sistema of a sanction in the amount of EUR 310,000. Banca Sistema submitted, within the time limits provided for by the regulations governing the administrative sanctioning procedure of the Bank of Italy, its own further defence brief in relation to the proposed sanction formulated by the Authority. On 28 October [2025] the Bank of Italy notified Banca Sistema of the imposition of the aforementioned sanction. On 21 November [2025], Banca Sistema paid the amount due as a penalty."

Furthermore, on 14 November 2025, the Issuer published a press release announcing that it had reached an agreement with a Municipality – the final recipient of a ruling issued by the European Court of Human Rights (the “ECHR”) and which had in the meantime exited from financial distress – aimed at the judicial collection, by the end of November, of a total amount of Euro 103 million, of which (i) approximately Euro 61.7 million as principal, (ii) approximately Euro 40.6 million as interest, plus (iii) a residual portion as taxes. Taking into account the share of default interest already accounted for in the financial statements on an accrual basis (equal to approximately EUR 6.9 million), the additional default interest recorded in the income statement are EUR 33.7 million.

On 19 November 2025, the Issuer, following the press release of 14 November 2025, announced that it had received on that date from the Municipality final recipient of a ruling issued by the ECHR and which had in the meantime exited from financial distress, the payment of EUR 103 million.

As specified in the 2025 Annual Financial Report, starting from the first quarter of 2025, following the updating of the policy related to the recording of default interest for debtors of the Public Administration in situations of financial distress or probable default, the Issuer recorded additional default interest for an amount equal to approximately EUR 6.3 million as of 31 December 2025 relating to positions subject to rulings by the ECHR that acknowledged the Italian State's liability for the debt in cases where the debtor is in default. In addition, the Issuer has approximately EUR 61 million debts that are currently outside the legal perimeter, and therefore not backed by provisions in the financial statements, of which approximately EUR 42 million relate to enforceable decrees that meet the requirements to be able to initiate proceedings before the ECHR, but for which such procedure have not yet been formally initiated, and which will be backed by provisions in the financial statements in the following years, in accordance with the current accounting policy.

For the sake of full disclosure, it should also be noted that, based on the financial calendar for the year 2026 published by Banca Sistema, on 12 May 2026, the Board of Directors of Banca Sistema will approve the Issuer's interim report as at 31 March 2026.

For further information on the Issuer and Banca Sistema Group's recent developments and prospects, see Section B, Paragraph B.2, of the Offer Document.

A.4 Information on the Offer's Financing

The Maximum Disbursement, calculated on the basis of the Consideration, in the event of full acceptance of the Offer by all the holders of the Shares will be EUR 29,257,569.

The Offeror intends to meet the Consideration payment obligations through the use of its own financial resources. In any event, the Offeror benefits from the full capital support of the Funds

managed by Elliott Investment Management L.P., as the reference shareholder, in support of the Company's growth and development plans following the completion of the Offer.

For further information, please refer to Section G, Paragraph G.1.1 of the Offer Document.

A.5 Performance Guarantee

On 30 April 2026, Unicredit S.p.A. (the "Performance Guarantee Bank") issued in favour of the Offeror the Performance Guarantee pursuant to Article 37-bis of the Issuers' Regulation.

By virtue of the Performance Guarantee, the Performance Guarantee Bank has irrevocably and unconditionally undertaken, in the event that the Offeror fails to fulfil its obligation to pay the Consideration, the commitment to make available to the Intermediary in Charge of Coordinating the Collection of Acceptances (upon the latter's simple written request) all sums due from the Offeror as Consideration for the Shares subject to the Offer tendered in the Offer (including during any possible Reopening of the Terms) up to a maximum amount equal to the Maximum Disbursement.

It should be noted that the Performance Guarantee issued by the Performance Guarantee Bank also covers any fulfilment of the Sell Out Procedure under Article 108, paragraph 1, of TUF, as well as any cash payment of the Consideration in KK Shares.

For further information, please refer to Section G, Paragraph G.1.2 of the Offer Document.

A.6 Related Parties of the Issuer

It should be noted that, pursuant to the law and the regulation containing provisions regarding transactions with related parties adopted by Consob with resolution no. 17221 of 12 March 2010, as subsequently amended and in force as of the Offer Document Date (the "Related Parties' Regulation"), the Offeror is a related party of the Issuer as it holds 64,940,857 Shares representing 80.751% of the Issuer's share capital and 80.746% of the related voting rights.

As for the relevant direct and indirect shareholders of the Offeror, as of the Offer Document Date, the following are to be considered related parties of the Issuer, according to the definition set out in the Related Parties' Regulation, as they indirectly hold a controlling interest in the capital of the Issuer: EIHC, Elliott International, L.P. and Elliott International Limited.

As at the Offer Document Date, the members of the management and supervisory bodies of the Offeror and of the entities which, directly or indirectly, control the Offeror, are to be considered related parties of the Issuer, pursuant to the Related Parties Regulation, as "key management personnel" of the entities which, directly or indirectly, control the Issuer.

For the sake of completeness, it should be noted that Gianluca Garbi directly holds 34,741 Banca Sistema Shares, equal to approximately 0.043% of the Issuer's share capital, corresponding to approximately 0.043% of the relevant voting rights and, as of the Offer Document Date, he is the Chairperson of KK's Board of Directors.

For further information on the parties participating in the transaction, as well as for a representation of the Offeror's chain of control as at the Offer Document Date, please see Section B of the Offer Document.

A.7 Reasons for the Offer and the Offeror's Future Plans in relation to the Issuer

Reasons for the Offer

The Offer is aimed at fulfilling the obligations under Article 106 of the TUF.

In this context, aggregation transactions allow specialised players to bolster their capital strength, and increase profitability and efficiency in the medium to long term.

immediately realise the value of the investment made over time in the Issuer, reducing the potential risks associated with the achievement of medium-to-long-term strategic objectives, upon payment of the Cash Consideration;
maintain their investment in the pawn credit business, ensuring continuity in the pursuit of the industrial and financial objectives outlined at the time, depending on the payment of the Consideration in KK Shares.

Industrial and commercial matters

Although, as of the Offer Document Date, no formal decisions have been made by the Offeror’s competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the Merger of the Offeror into the Issuer as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;
increase – with new resources – the already solid capital position of the intermediary.

With reference to this latter aspect, the Offeror notes, in fact, that — following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July–October 2024 (for further information on which, reference is made to Paragraph A.3 of the Offer Document) — the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of Banca Sistema’s Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024–2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

The integration of the Offeror and the Issuer will allow to:

strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;
develop a greater capacity to attract new talent with specific professional skills to support business development.

Fundamental to these assumptions will be the maintenance – as a result of the Merger of the Offeror into the Issuer – of the entity resulting from the same Merger as a listed company, a

circumstance that will allow for greater flexibility in seizing strategic opportunities, also facilitating its potential role as an aggregator of specialised players in the market.

For the sake of completeness, it should be noted that, as at the Offer Document Date, no resolutions have been passed that affect the continued employment of the Issuer's staff.

For further information on the reasons of the Offer and the future plans of the Offeror for the Issuer, please refer to Section G, Paragraph G.2, of the Offer Document.

A.8 Transactions as a result of the Offer

A.8.1 Merger

Please note that it is the Offeror's intention to proceed with the Merger by incorporation of the Offeror into the Issuer, as soon as possible following the completion of the Offer.

As of the Offer Document Date, the Offeror has not yet made any decision regarding the potential Merger, nor its methods of execution, although the Merger remains an objective of the Offer in line with the rationale thereof.

As to the withdrawal rights provided for by Article 2437 of the Italian Civil Code (without prejudice to the fact that, as of the Offer Document Date, the Offeror has not made any decision regarding the potential Merger, nor its methods of execution), it should be noted that the Offeror expects the Merger to be implemented in such a way as not to trigger any withdrawal rights under Article 2437 of the Italian Civil Code for those Issuer's shareholders who did not accept the Offer and did not approve the resolution approving the Merger.

For further information provided to Banca Sistema shareholders in relation to possible alternative scenarios on whether or not to subscribe to the Offer, please refer to Paragraph A.16 below of this Section A of the Offer Document.

A.8.2 Other possible extraordinary transactions

As of the Offer Document Date, no decisions have been made by the Offeror's competent bodies regarding any further extraordinary transactions and/or corporate reorganisations concerning the Issuer.

The Offeror does not rule out evaluating, at its own discretion, the opportunity to carry out in the future – in addition to the Merger transaction described in Paragraph A.8.1 above – any further extraordinary transactions and/or corporate and business reorganisations, in line with

the objectives and rationale of the transaction, which may be deemed appropriate also for the purpose of ensuring the integration of the activities of the Offeror and the Issuer, while balancing the interests of all stakeholders involved.

The effects of any such further extraordinary transactions for the Issuer's shareholders can only be assessed, on a case-by-case basis, following any adoption of the corresponding resolutions.

For further information, please refer to Section G, Paragraph G.2 of the Offer Document.

A.9 Notices and Authorisations to make the Offer

The Offer's launch requires no authorisation.

For the sake of completeness, it should also be noted that the Issuer's shareholders who, as a result of the acceptance of the Offer, will directly or indirectly hold a shareholding in KK subject to prior authorisation pursuant to Articles 19 and 110 of Legislative Decree No. 385 of 1 September 1993 (the "TUB"), will be required to submit an application to the Bank of Italy, pursuant to Articles 19 and 110 of the TUB, in order to obtain such authorisation (the "Qualified Shareholding Authorisation").

A.10 Reopening of the Terms of the Offer

Within the Trading Day following the Payment Date, the Tender Period will be reopened for 5 (five) Trading Days starting from the Trading Day following the Payment Date and, therefore, for the sessions of 23, 24, 25, 26 and 29 June 2026, unless the Tender Period is extended, if the Offeror, upon publication of the Notice of the Offer Final Results (see Section F, Paragraph F.3 of the Offer Document) notifies it has acquired at least half of the Shares subject to the Offer, pursuant to Article 40-bis, paragraph 1, letter b). no. 2) of the Issuers' Regulation (the "Reopening of the Terms").

However, under Article 40-bis, paragraph 3 of the Issuers' Regulation, the Reopening of the Terms, if any, will not take place if:

(i) the Offeror, at least 5 (five) Trading Days before the end of the Tender Period, announces to the market that it has acquired at least half of the Shares Subject to the Offer;

(ii) at the end of the Tender Period, the Offeror holds a shareholding such as to trigger the Sell Out Procedure under Article 108, paragraph 1, of TUF (i.e., more than 95% of the Issuer's share capital);

(iii) the Shares are subject to one or more competing offers.

In the event of any Reopening of the Terms, the Consideration shall remain unchanged.

A.11 Representation of the Offeror concerning the Sell Out Procedure under Article 108, paragraph 1, of TUF and the Sell Out Procedure under Article 108, paragraph 2, of TUF, and the right to restore the free float under Article 108 of the TUF

The Offer is not aimed at the Delisting of the Issuer's Shares.

As a consequence of the above, should the Offeror – also considering the shareholdings held by the Persons Acting in Concert – come to hold, following the Offer, a stake exceeding 90% of the Issuer's share capital but less than 95% of the Issuer's share capital (the "Sell Out

Procedure under Article 108, paragraph 2, of TUF"), the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading.

In such circumstances, there will be no Sell Out Procedure under Article 108, paragraph 2, of TUF. The Offeror will indicate in the notice on the final results of the Offer, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulation (the "Notice of the Offer Final Results") or in the notice of the offer final results following the Reopening of the Terms, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulation (the "Notice of the Offer Final Results following the Reopening of the Terms"), whether the requirements for the Purchase Obligation have been met.

The restoration of the free float may be carried out in such manner as deemed most appropriate in light of market requirements. By way of example, such methods may include, inter alia, the reallocation of the Shares through a public offering, a private placement or an accelerated book building (ABB), or a capital increase. The specific procedures for the restoration of the free float, also taking into account the results of the Offer, will be communicated to the market as soon as they are determined by the Offeror and, in any case, within the 90 (ninety) days provided for under Article 108, paragraph 2, of the TUF.

In the event that, as a result of the Offer, the Offeror comes to hold - as an effect of the tenders to the Offer and/or any purchases made by the Offeror and/or the Persons Acting in Concert outside the Offer itself pursuant to applicable law - an aggregate shareholding at least equal to 95% of the Issuer's share capital as of the closing date of the Tender Period, as potentially extended and/or reopened following the Reopening of the Terms, the Offeror hereby declares that it will fulfil the obligation to purchase the remaining outstanding Shares, pursuant to Article 108, paragraph 1, of the TUF (the "Sell Out Procedure under Article 108, paragraph 1, of TUF") towards the shareholders who so request. Furthermore, the Offeror declares that it will not exercise the right to purchase the remaining outstanding Shares, pursuant to Article 111 of the TUF. It is also understood that, in such event, after the Sell Out Procedure under Article 108, paragraph 1, of TUF has been fulfilled, the Offeror shall in any case proceed to restore a free float sufficient to ensure the regular course of trading.

Pursuant to Article 108, paragraphs 3 and 5, of the TUF, the Sell Out Procedure under Article 108, paragraph 1, of TUF will be fulfilled by the Offeror by paying to the Issuer's shareholders the same Consideration for the Offer, it being understood that Banca Sistema's shareholders requesting as such shall have the right to require that the Consideration be paid in full in cash pursuant to applicable regulations.

In any case, under each of the scenarios described above, the Offeror shall propose that the Issuer's extraordinary shareholders' meeting approve the Merger.

For further information, please refer to Section G, Paragraph G.3 of the Offer Document.

A.12 Possible shortage of free float and loss of requirements for maintaining STAR status

Upon closing the Offer (including any extension of the Tender Period under applicable regulations and/or any Reopening of the Terms), if the conditions for the Delisting are not met, it is not excluded that there will be a shortage of free float such as not to ensure the regular course of trading of the Banca Sistema Shares. Should that be the case, the Offeror

represents that it will in any case proceed to restore a free float sufficient to ensure the regular course of trading of the Banca Sistema Shares.

Furthermore, if upon the closing of the Offer (including any extension of the Tender Period under applicable regulations and/or any Reopening of the Terms), the remaining free float of the Banca Sistema Shares continues to be greater than 10% but less than 20% of the Issuer's voting share capital, such free float may be deemed insufficient to satisfy the widespread investment requirements set forth by the Stock Exchange Regulations for the Issuer to maintain its "STAR" status and continues to be on the Euronext STAR Milan segment. This could result in the potential loss of such status and the subsequent transfer of the Issuer to the Euronext Milan market, in accordance with Article IA.4.2.2, paragraph 3, of the Stock Exchange Instructions. Should that be the case, the Banca Sistema Shares could have a lower degree of liquidity than that recorded on the Offer Document Date. Furthermore, the Issuer would no longer be required to comply with the specific transparency and corporate governance requirements mandatory only for companies listed on the Euronext Milan STAR Segment and could decide, at its discretion, not to apply them voluntarily.

For further information in this respect, please refer to Section G, Paragraph G.3, of the Offer Document.

A.13 Articles of association provisions on the passivity rule and neutralisation rule, as well as on the possible application of the reciprocity clause under Article 104-ter of the TUF

The Articles of Association of Banca Sistema do not contain any provisions departing from the provisions on the passivity rule laid down by article 104, paragraphs 1 and 2, of the TUF nor do they envisage the application of the neutralisation rules laid down in article 104-bis, paragraphs 2 and 3 of the TUF.

A.14 Application of Article 39-bis (Independent Directors' Opinion) of the Issuers' Regulations

The Offer is subject to the provisions requiring the preparation of the Issuer's Independent Directors' Opinion who are not related parties of the Offeror, pursuant to Article 39-bis of the Issuers' Regulation.

Therefore, pursuant to Article 39-bis of the Issuers' Regulation, prior to the approval of the Issuer's notice, the Issuer's independent directors - who are not related parties of the Offeror pursuant to the Related Parties Regulation - are required to prepare the Independent Directors' Opinion, containing their assessments of the Offer and the fairness of the Consideration. The Independent Directors' Opinion constitutes an annex to the Issuer's Notice.

A.15 Potential Conflict of Interests among Parties involved in the Offer

With reference to the relationships between the parties involved in the Offer, please note the following:

(i) Iacopo De Francisco, who holds the position of Chief Executive Officer and General Manager of the Offeror, is also Chief Executive Officer and General Manager of the Issuer;

(ii) the Offeror and its subsidiaries, in the ordinary course of their business, have provided, currently provide, or may provide in the future or on an ongoing basis, lending, advisory,

investment banking, corporate finance, and/or investment services to the parties directly or indirectly involved in the transaction and/or to their respective shareholders and/or subsidiaries and/or other companies operating in the same sector; furthermore, they may at any time trade on behalf of customers in equity or debt instruments of the Issuer or other entities involved in the Offer, or of their parent companies, subsidiaries or affiliates;

(iii) within the context of the Offer, Unicredit S.p.A. ("Unicredit") (a) is acting as financial advisor to the Offeror, and (b) is acting as Performance Guarantee Bank; therefore, it will receive fees in relation to the services provided in connection with the Offer. UniCredit, as well as its parent companies, subsidiaries or affiliates, may have provided, currently provide, or may in the future provide, in the ordinary course of their business, financial or investment advisory services or financial services to, or maintain investment banking or fiduciary relationships with, or may at any time hold long or short positions and, where permitted by applicable law, trade or otherwise execute transactions, for their own account or for the account of customers, in instruments of the Offeror, the Issuer or other parties directly or indirectly involved in the Offer, or of their parent companies, subsidiaries or affiliates;

(iv) UniCredit Bank GmbH, Milan branch, shall act as Intermediary in Charge of Coordinating the Collection of Acceptances and will receive a fee in relation to said role;

(v) Gianluca Garbi directly holds 34,741 Banca Sistema Shares, equal to approximately $0.043\%$ of the Issuer's share capital, corresponding to approximately $0.043\%$ of the relevant voting rights and, as of the Offer Document Date, he is the Chairperson of KK's Board of Directors;

(vi) EIHC, Elliott International, L.P. and Elliott International Limited, in their capacity as companies that directly and indirectly control the Offeror, they are considered Persons Acting in Concert with the Offeror, within the meaning of Article 101-bis, paragraph 4-bis, lett. b), of the TUF within the context of the Offer;

(vii) Intermonte SIM S.p.A. ("Intermonte") acts, in the context of the Offer, as financial advisor to the Offeror in coordination with Unicredit and will receive fees and commissions as consideration for the services provided in relation to the role assumed. Intermonte, as well as its parent companies, subsidiaries or affiliates, may have provided, or may provide, in the ordinary course of their business, advisory, investment banking and/or investment services, as well as additional services, in favour of the Offeror, the Issuer, the Persons Acting in Concert and/or parent companies, subsidiaries or affiliates to the same or their respective shareholders. In the ordinary course of its business, Intermonte may perform brokerage activities with respect to financial instruments issued by the Issuer and/or Kruso Kapital and/or persons directly or indirectly involved in the Offer, and may also hold positions, for its own account and/or on behalf of its customers, in such financial instruments. In this regard, it should be noted that Intermonte also acts as specialist for the Issuer's Shares listed on Euronext STAR Milan. Furthermore, it should be noted that, in line with its equity research policies, the recommendation on the Issuer's stock by Intermonte's Research Department is "restricted" until the end of the Offer.

A.16 Possible Alternative Scenarios for the Shareholder Recipients of the Offer

For the sake of clarity, the possible scenarios for the Issuer’s existing shareholders in the event of acceptance, or rejection, of the Offer are set out below.

A.16.1 Scenarios relating to the Offer

A.16.1.1 Acceptance of the Offer

Shares may be tendered to the Offer during the Tender Period. In the event of acceptance of the Offer, the Issuer’s shareholders will receive, for each Share held and tendered to the Offer, the Consideration consisting of the Cash Consideration and the Consideration in KK Shares. With regard to the criteria for the calculation of the number of KK shares to be allocated to each subscriber to the Offer, please refer to Paragraph A.2 of the Offer Document.

The Consideration shall be paid on the sixth (6th) Trading Day following the closing of the Tender Period and, therefore, on 22 June 2026 (unless the Tender Period is extended in accordance with applicable law).

It should be noted, for the sake of completeness, that as a result of the payment of the Consideration in KK Shares through the allocation of KK shares, the Offer Tendering Shareholders will become KK shareholders.

As also specified in Section A, Paragraph A.10 of the Offer Document, it should be noted that, pursuant to Article 40-bis of the Issuers’ Regulation, within the Trading Day following the Payment Date, the Tender Period shall be reopened for 5 (five) Trading Days (namely for the sessions of 23, 24, 25, 26 and 29 June 2026, unless the Tender Period is extended) if the Offeror, upon publication of the Notice of the Offer Final Results (see Section F, Paragraph F.3 of the Offer Document), announces that it has acquired at least half of the Shares subject to the Offer under Article 40-bis, paragraph 1, letter b), no. 2) of the Issuers’ Regulations.

However, under Article 40-bis, paragraph 3 of the Issuers’ Regulation, the Reopening of the Terms, if any, will not take place if:

(i) the Offeror, at least 5 (five) Trading Days before the end of the Tender Period, announces to the market that it has acquired at least half of the Shares Subject to the Offer;

(iii) the Shares are subject to one or more competing offers.

The following table summarises the main events following the acceptance of the Offer.

	Payment of the Cash Consideration. (as at the Payment Date)	Payment of the Consideration in KK Shares (as at the Payment Date)
Mandatory Offer	Payment of the amount of EUR 1.432, for each Share tendered to the Offer	If the KK shares are traded on Euronext Milan, a maximum of 23 KK shares will be allocated for each Share tendered to the Offer, after the stock split.

	If the KK shares are traded on Euronext Milan, a maximum of 23 KK shares will be allocated for each Share tendered to the Offer, after the stock split, traded on Euronext Growth Milan, except in the event that the Tendering Shareholder has opted to receive a cash alternative (in which case, for each Share tendered, EUR 0.458 will be paid).
	If it is not possible to allocate all or part of the KK shares, after the stock split, as payment of the Consideration in KK Shares by the Payment Date (for example, in case the split of the KK shares is not completed), the Company's shareholders subscribing to the Offer shall receive an amount of EUR 0.0199 in cash for each KK share, after the stock split, not allocated (and, therefore, in case none of the maximum 23 KK shares may be allocated, after the stock split, the amount to be paid in cash shall be EUR 0.458 for each Share tendered to the Offer, i.e. equal to the full Consideration in KK Shares).

If the KK shares are traded on Euronext Milan, a maximum of 23 KK shares will be allocated for each Share tendered to the Offer, after the stock split, traded on Euronext Growth Milan, except in the event that the Tendering Shareholder has opted to receive a cash alternative (in which case, for each Share tendered, EUR 0.458 will be paid).

If it is not possible to allocate all or part of the KK shares, after the stock split, as payment of the Consideration in KK Shares by the Payment Date (for example, in case the split of the KK shares is not completed), the Company's shareholders subscribing to the Offer shall receive an amount of EUR 0.0199 in cash for each KK share, after the stock split, not allocated (and, therefore, in case none of the maximum 23 KK shares may be allocated, after the stock split, the amount to be paid in cash shall be EUR 0.458 for each Share tendered to the Offer, i.e. equal to the full Consideration in KK Shares).

A.16.1.2 Non-acceptance of the Offer

In the event of failure to accept to the Offer during the Tender Period, as possibly extended and/or reopened following the Reopening of the Terms, the Issuer's shareholders would be faced with one of the possible scenarios described below.

1) Achievement of a shareholding equal to or less than 90% of the Issuer's ordinary shares

If, as a result of the Offer, the Offeror comes to hold a total shareholding equal to or less than 90% of the Shares, the shareholders who will not accept the Offer will remain shareholders of the Issuer and will therefore participate in the Issuer's future plans described in Section G, Paragraph G.2, of the Offer Document.

2) Achievement of a shareholding greater than 90% but less than 95% of the Issuer's ordinary shares

Should the Offeror – also considering the shareholdings held by the Persons Acting in Concert – come to hold, following the Offer, through tenders and/or any purchases made outside the Offer by the Offeror and/or the Persons Acting in Concert, pursuant to applicable law, a shareholding exceeding 90% of the Issuer's share capital but less than 95% of the Issuer's share capital, the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading. In such circumstance, the Sell Out Procedure under Article 108, paragraph 2, of TUF shall not arise and, therefore, the shareholders who do not tender their shares to the Offer will remain shareholders of the Issuer and will participate in the Issuer's future plans described in Section G, Paragraph G.2, of the Offer Document.

3) Achievement of a shareholding of at least 95% of the Issuer's ordinary shares

In the event that, as a result of the Offer, due to the tenders to the Offer and/or any purchases made outside the Offer itself by the Offeror and/or the Persons Acting in Concert pursuant to applicable law, the Offeror comes to hold an aggregate shareholding at least equal to 95% of the Issuer's ordinary shares, the Offeror shall fulfil the Sell Out Procedure under Article 108, paragraph 1, of TUF.

However, since the Offer is not aimed at the delisting of the Issuer's ordinary shares, the Offeror will, in any case, proceed to restore a free float sufficient to ensure the orderly course of trading; therefore, the shareholders who do not tender their shares to the Offer will remain shareholders of the Issuer and will participate in the Issuer's future plans described in Section G, Paragraph G.2, of the Offer Document.

A.17 Issuer's Notice

The Issuer's Board of Directors is required to release and transmit to Consob, by the Trading Day prior to the first day of the Tender Period (i.e., by 8 May 2026), the Issuer's notice, pursuant to the combined provisions of Article 103, paragraph 3 of the TUF and Article 39 of the Issuers' Regulation. This Notice shall contain all information necessary for an assessment of the Offer and the Board's own evaluation of the Offer. The Issuer's Notice will be accompanied by the Independent Directors' Opinion.

It should be noted that, pursuant to Article 101-bis, paragraph 3, lett. c) of the TUF, the Offeror is not subject to the disclosure obligations vis-à-vis its employees or their representatives under the TUF, as it holds the majority of the voting rights that may be exercised in the ordinary shareholders' meeting of the Issuer.

A.18 Critical Issues related to the National and International Macroeconomic Environment

As of the Offer Document Date, the European and international geopolitical landscape is heavily influenced, primarily, by the conflicts in the Middle East and the crisis in Ukraine. The resulting geopolitical crises lead to regional political and economic instability with global consequences, affecting financial markets, commodity prices and international trade relations. Given the significant degree of unpredictability surrounding both the recent geopolitical developments in the Middle East and the ongoing crisis in Ukraine, it should be noted that adverse consequences could arise for the Offer and/or for the financial position, results of operations, and business of the Issuer or the Offeror, and their respective subsidiaries and/or affiliates. Furthermore, partly in connection with the above, additional geopolitical and international trade policy circumstances are noted that could impact this Offer and the financial position, results of operations, and business of the Issuer or the Offeror and their respective subsidiaries and/or affiliates, such as: the latent tensions between the United States of America and the People's Republic of China and the friction over trade tariffs between the United States of America, the European Union, and the People's Republic of China.

Without prejudice to the above, the Offeror considers, in view of the objectives of the Offer, that the reasons for the Offer are not directly influenced by the current geopolitical context. However, in light of the uncertainties regarding the evolution of the aforementioned trade tariff frictions, the above conflicts, and a possible escalation of political-military tensions, as well as the potential financial crisis and/or economic recession that may result therefrom, as of the Offer Document Date, it is not possible to predict whether the occurrence of such events

may affect the financial position, results of operations, and business of the Offeror and/or the Issuer.

B. PARTIES INVOLVED IN THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Name, Legal Form and Registered Office

The corporate name of the Offeror is Banca CF+ Credito Fondiario S.p.A., in short also Banca CF+ S.p.A..

The Offeror is a joint-stock company under Italian law, with registered office at Corso Europa no. 15, 20122 Milan, registration number with the Milan Monza Brianza Lodi Companies Register and tax identification code 395320583, VAT No. 16340351002.

B.1.2 Incorporation and Duration

The Offeror was incorporated on 28 April 1898 with a deed drawn up by Mr Stefano Allocchio, Notary in Milan.

According to article 3 of the Offeror's Articles of Association, the Offeror's term is until 31 December 2060.

B.1.3 Applicable Legislation and Jurisdiction

The Offeror is a company incorporated under Italian law and operates under Italian law.

The articles of association of the Offeror do not provide, with reference to disputes to which the Offeror is a party, for provisions derogating from the ordinary jurisdiction. Therefore, for the determination of the competent court to settle disputes between shareholders, or between shareholders and the Offeror, as well as for any matter not expressly provided for in the articles of association, reference shall be made to the applicable legal provisions in force from time to time.

B.1.4 Share Capital

As at the Offer Document Date, the Offeror's share capital amounted to EUR 55,780,782.83 divided into 58,256,387 ordinary shares.

For the sake of completeness, it should be noted that on 7 January 2026, the extraordinary shareholders' meeting of the Offeror resolved on a paid-in share capital increase, for a maximum amount of EUR 16,567,504.83 to be entirely allocated to share capital, to be carried out in divisible form, through the issuance of a maximum of 19,043,109 ordinary shares (the "New Shares"), with the subscription price of each New Share set at EUR 0.87 (to be entirely allocated to share capital). The capital increase was completed on 23 January 2026 and was fully subscribed.

In addition, on 22 April 2026, the extraordinary shareholders' meeting of the Offeror resolved on a paid-in share capital increase, for a maximum amount of EUR 82,837,525.46, to be carried out in divisible form, through the issuance of a maximum of 32,613,199.00 ordinary shares, with the subscription price of each new share set at EUR 2.54.

The Offeror’s shares are not listed on any market, whether regulated or not.

B.1.5 Corporate Purpose

In accordance with Article 1 of the Offeror’s Articles of Association as at the Offer Document Date, the Offeror’s corporate purpose is as follows:

a) “the collection of savings and the granting of credit, both in Italy and abroad, in all permitted forms and, inter alia, in the form of: (i) so-called senior financing to corporations in financial distress with potential to return to performing status; (ii) financing for development or turnaround projects in the residential and commercial real estate sectors in Italy, including interventions in turnaround/re-performing transactions of so-called single names; (iii) investment in tax credits (VAT, IRES, etc.) purchased from insolvency proceedings, distressed companies, or enterprises in a sound financial and equity position; (iv) factoring;

b) the performance, in compliance with applicable laws and regulations, of securities brokerage activities in their broadest sense, as well as all other permitted banking and financial transactions and services;

c) the performance of appraisal activities, the provision of administrative services (servicing), as well as the management, liquidation, and collection of receivables; furthermore, the provision of consultancy, structuring, and negotiation services in relation to the management, disposal, restructuring, or financing of receivables, with the option to purchase receivables on its own account, both on a recourse and non-recourse basis; the provision of advisory services to enterprises regarding capital structure, restructuring, industrial strategy and related matters, as well as advisory and services concerning mergers and the acquisition or sale of businesses;

d) the performance of all activities related to credit securitisation transactions pursuant to Law 130/99, or in accordance with the legislation applicable from time to time;

e) the purchase and sale – whether directly or through the acquisition and sale of shares, quotas, interests, businesses, and/or business units of the entities holding them – of real estate assets of any kind or use, for the purpose of their subsequent disposal through the structuring and execution of financial and corporate transactions of any type, including with the use of special purpose vehicles, both for its own account or on behalf of third parties, within the limits permitted by applicable laws and regulations.

The Company, in its capacity as parent company of the banking group “Banca CF+ Group” (the “Group”), in accordance with the legislation in force at the time, including article 61, fourth paragraph, Legislative Decree no. 385 of 1 September 1993, issues, in the exercise of the management and coordination activity, instructions to the members of the group for the execution of the instructions given by the Supervisory Authorities in the interest of the stability of the Group.

The Company may perform, in compliance with and within the limits of applicable law, all activities and transactions that are instrumental or useful for the achievement of its corporate purpose, including activities and/or transactions involving securities, real estate, finance,

investments, and services, as well as the acquisition of equity interests in companies and/or entities, whether existing or to be incorporated, in Italy and/or abroad.

The Company may hold controlling interests in companies belonging to a banking group, as well as other interests."

B.1.6 Major Shareholders

As at the Offer Document Date, the Offeror's share capital is held by the following shareholders.

Shareholder	no. of Shares	% of share capital
European Investments Holding Company S.à r.l.	52,744,563	90.54%
Panfilo Tarantelli	3,559,926	6.11%
Sergio Ascolani	466,737	0.80%
Iacopo De Francisco	288,834	0.50%
Michele Ronchi	261,826	0.45%
Salvatore Cordaro	255,484	0.44%
Argenta Holdings S.à r.l.	176,342	0.30%
Be Holding S.r.l.	173,301	0.30%
Quarto S.r.l.	134,865	0.23%
Alberico Potenza	96,566	0.17%
Giovanni Gallo Barbisio	69,058	0.12%
Carlo Goi	28,885	0.05%
Total	58,256,387	100%

As of the Offer Document Date, the Offeror is therefore directly controlled by European Investments Holding Company S.à r.l., headquartered in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("EIHC").

Please note that, to the best of the Offeror's knowledge, as of the Offer Document Date:

the share capital of EIHC is held directly as follows: 68% by Elliott International, L.P., headquartered in the Cayman Islands, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, and 32% by Elliott Associates, L.P., headquartered in the United States of America, 1209 Orange Street, Wilmington, Delaware, DE 19801;
none of the investors (limited partners) in Elliott Associates, L.P. holds an interest equal to or greater than 10% of the partnership's share capital;

Elliott International Limited – headquartered in the Cayman Islands, c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 – is the only limited partner holding more than 90% of the share capital of Elliott International, L.P.;
none of the shareholders of Elliott International Limited holds an interest equal to or greater than 10% of the company's share capital.

The following is a graphic representation of the Offeror's chain of control as at the Offer Document Date:

As at the Offer Document Date, to the best of the Offeror's knowledge, there are no shareholders' agreements in place relating to the Offeror, except as set forth below.

For the sake of completeness, it should be noted that on 22 December 2021, Tiber 2 Investments S.à r.l. (as at the Offer Document Date, EIHC), Panfilo Tarantelli, Sergio Ascolani, Salvatore Cordaro, Quarto S.r.l., Argenta Holdings S.à r.l. (together, the "Former Controlling Shareholders"), Harvip S.r.l., Mirko Gianluca Briozzo and Guido Giulio Fortunato Lombardo; as well as, on 22 February 2022, Michele Ronchi and Alberico Potenzia; as well as, on 8 March 2023, BE Holding S.r.l., Giovanni Gallo Barbisio and Carlo Goi, signed a shareholders' agreement concerning CF+ shares held by them respectively (the "CF+ Shareholders' Agreement").

The CF+ Shareholders' Agreement contains provisions relating to the governance of CF+, as parent company of Banca Sistema following the completion of the VTO on 6 March 2026, as well as limits on the transfer of CF+ shares. In light of the foregoing, as of 6 March 2026, the CF+ Shareholders' Agreement falls within the scope of Article 122, paragraphs 1 and 5, lett. a) and b) of the TUF.

More specifically, the CF+ Shareholders' Agreement provides, inter alia:

(i) commitments relating to the governance and management of the Offeror, with regard, inter alia, to the appointment of CF+’s corporate bodies and of key managers;

(ii) that certain matters are reserved to the Offeror’s Shareholders’ Meeting, including capital increases and other major extraordinary capital transactions, with the Former Controlling Shareholders being granted a veto right to be exercised in good faith;

(iii) the granting to EIHC of an irrevocable call option to purchase CF+ shares held by the Former Controlling Shareholders upon the occurrence of certain deadlock situations at the board or shareholders’ meeting level, as identified in the agreement;

(iv) the regulation of the exit procedure through which CF+ shareholders may jointly dispose of their shares through the sale to one or more third parties or, alternatively, through the listing of CF+;

(v) limits on the transfer of the CF+ shares, which may be transferred to third parties only within the framework of the joint exit procedure referred to in point (iv) above, without prejudice to intercompany transfers among Former Controlling Shareholders on contractually agreed terms.

The CF+ Shareholders’ Agreement entered into force on 1 August 2021 and will remain in full force until 1 August 2026.

For the sake of completeness, as of the Offer Document Date, Harvip S.r.l., Mirko Gianluca Briozzo and Guido Giulio Fortunato Lombardo are no longer part of the CF+ Shareholders’ Agreement.

For further information on the CF+ Shareholders’ Agreement, please refer to the essential information published on 11 March 2026 under Articles 122 of the TUF and 130 of the Issuers’ Regulation, available on Banca Sistema’s website.

B.1.7 Management and Control Bodies

Offeror’s Board of Directors

Article 12 of the Offeror’s articles of association provides that the company shall be managed by a Board of Directors consisting of 7 (seven) or 9 (nine) members, at least 2 (two) of whom shall be independent.

The directors remain in office for the period established at the time of appointment and in any case for not more than three financial years, and they may be re-elected, without prejudice to compliance with the requirements set forth in the articles of association and the legislation applicable from time to time. They cease from office on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of their term.

The Board of Directors of the Offeror in office as at the Offer Document Date was appointed on 18 April 2025, and subsequently integrated on 22 April 2026 following the resignation by 1 director, and will expire on the date of the Shareholders’ Meeting called for the approval of the financial statements for the year ending on 31 December 2026.

The composition of the Offeror’s Board of Directors is as follows:

Office	First name and surname

Chairperson of the Board of Directors	Panfilo Tarantelli
Vice-Chairperson of the Board of Directors	Davide Croff
Chief Executive Officer	Iacopo De Francisco
Director	Salvatore Baiamonte
Director	Carlo Compagnoni
Director	Emanuela Da Rin
Director	Flavia Alzetta
Director	Flavio Ottaviani
Director	Massimo Ruggeri

The directors are domiciled for the office at the registered office of the Offeror in Milan, Corso Europa no. 15.

It should be noted that, to the Offeror's knowledge, as at the Offer Document Date none of the members of the Board of Directors of the Offeror holds any office or economic interest in the Issuer or in companies of the group headed by the Issuer, except Iacopo De Francisco, who is Chief Executive Officer and General Manager of Banca Sistema, Davide Croff, who is Chairperson of the Board of Directors of Banca Sistema, Carlo Compagnoni, who is General Counsel for Banca Sistema, and Massimo Ruggeri, Salvatore Baiamonte and Emanuela Da Rin, who are also directors of Banca Sistema.

Board of Statutory Auditors of the Offeror

Article 23 of the Offeror's articles of association provides that the Board of Statutory Auditors shall be composed of 3 (three) standing statutory auditors and 2 (two) alternate statutory auditors.

The Board of Statutory Auditors of the Offeror in office as at the Offer Document Date was appointed on 29 April 2024, and subsequently integrated on 22 April 2026 following the resignation by the Chairperson of the Board of Statutory Auditors, and will expire on the date of the Shareholders' Meeting convened for the approval of the financial statements for the year ending on 31 December 2026.

The composition of the Board of Statutory Auditors of the Offeror is as follows:

Office	First name and surname
Chairperson of the Board of Statutory Auditors	Angelo Rocco Bonissoni
Standing statutory auditor	Giuseppina Pisanti
Standing statutory auditor	Franco Vezzani
Alternate statutory auditor	Fabio Maria Venegoni

Alternate statutory auditor	Paolo Carbone

The members of the Board of Statutory Auditors are domiciled for the office at the registered office of the Offeror in Milan, Corso Europa no. 15.

It should be noted that, to the Offeror's knowledge, as at the Offer Document Date none of the members of the Board of Statutory Auditors of the Offeror holds any office or economic interest in the Issuer or in companies of the group headed by the Issuer, except Angelo Rocco Bonissoni, who is the Chairperson of the Board of Statutory Auditors of Banca Sistema, and Giuseppina Pisanti and Franco Vezzani, who are also standing Statutory Auditors of Banca Sistema.

Auditing Firm

The General Shareholders' Meeting of the Offeror, held on 27 April 2022, appointed the Auditing Firm Ernst & Young S.p.A. for the legal auditing; this appointment will expire on the date of the Shareholders' Meeting convened to approve the financial statements as of 31 December 2030.

B.1.8 Brief description of the group headed by the Offeror

The following is a graphic representation of the CF+ Group's main companies as at the Offer Document Date:

Notes to the graph: Banca Sistema's shareholding in Kruso Kapital does not include the allotment of Kruso Kapital shares to the VTO tendering shareholders. Assuming the full allotment of Kruso Kapital shares to the VTO tendering shareholders, the Issuer's shareholding in the share capital of Kruso Kapital would be approximately $8.66\%$ .

B.1.9 Activities of the Offeror and of the Group headed by the same

As of August 2021, following the corporate reorganisation of what was then the Credito Fondiario group, $\mathrm{CF + }$ is a bank specialised in lending to small and medium-sized enterprises, responding quickly and flexibly to their liquidity and financing needs, including through a digital bank-to-business interaction model.

(i) Factoring with and without recourse: $\mathrm{CF + }$ has started its operations in factoring since the demerger completed in August 2021, starting with the purchase with recourse of credits for most cases with a company in crisis or in any case with financial stress as assignor. As a guarantee, $\mathrm{CF + }$ has started to use the credit insurance cover of a significant part of the turnover. To this specific operations - called factoring distressed - over the years has also been added an operation called factoring performing (both in

the form without recourse and with recourse), more focused on the customers that do not present financial problems, but need a tool to optimise company liquidity;

(ii) Tax Credits purchase of tax credits (e.g. VAT, IRES, IRAP) from insolvency proceedings, from companies in distressed situation and from fully operating companies, through the dedicated business unit, which follows the credit from the origination phase to the collection of purchased credits. Specifically, the market for the purchase of tax credits can be divided into two segments depending on the type of counterparty:

a. high-yield tax credits: purchase of tax credits from companies with a complex economic and financial situation, including companies in liquidation, restructuring, insolvency proceedings;

b. low-yield tax credits: purchase of tax credits from companies with a positive economic and financial situation.

CF+ has been historically active since 2018, particularly in the high-yield segment, whereas the Issuer is among the most prominent market players in the low-yield segment.

(iii) Medium/long-term credit backed by a state guarantee: CF+ offers financing solutions backed by MCC and SACE state guarantee using differentiated service models (traditional and digital) based on the amount of the request and the profile of customers. The traditional service model applies to financing applications exceeding EUR 500,000 and provides for the distribution of the product essentially through the distribution network of credit brokers and CF+ partner agents. The digital service model applies to financing applications of less than EUR 500,000 and aims to intercept customers both directly, through on-line channel, and through brokers, also resorting in the credit analysis and evaluation phases to an entirely digital process, which is characterised by the automation of processes and decision-making speed.

(iv) Collection services and tools: CF+ aims to maintain a liability structure that is managed in a way that is consistent in terms of duration and risk with the evolution of assets, while ensuring a balanced mix of sources of financing. Therefore, the main collection tools and services provided by CF+ are: (i) fixed-term and non-fixed term deposits with retail customers; (ii) fixed-term and non-fixed term deposits with corporate customers (iii) collateralised lines under ABACO/ECB/Repo transactions (iv) interbank money market deposits from banks. As of December 2025, CF+'s collection is composed of 80% by retail customers (of which 22% are short-term deposits and 78% are fixed-term deposits with an average residual maturity of 12 months), with the remaining portion coming from institutional customers (central bank, banks, and other institutional counterparties).

B.1.10 Main financial information on the Offeror and indication of accounting principles

Financial report for the financial year ended 31 December 2025

The financial report for the financial year ended 31 December 2025, including the consolidated financial statements and financial statements of the Offeror as at 31 December 2025,

approved by the Offeror's Board of Directors on 18 march 2026, has been made available to the public by the Offeror on its website (https://www.bancacfplus.it/bilanci-e-relazioni/).

On 3 April 2026, the auditing firm, EY S.p.A., issued its audit reports on the Offeror's consolidated financial statements and financial statements as at 31 December 2025: these reports do not contain any remarks or reference to information.

The Offeror's reclassified consolidated income statement and reclassified consolidated balance sheet, as well as its consolidated shareholders' equity statement of changes and consolidated statement of cash flows for the financial year ended 31 December 2025 are set out below and compared with the respective reclassified accounting data for the financial year ended 31 December 2024.

Reclassified consolidated income statement for the financial years ended 31 December 2025 and 2024

(amounts in millions of euros)
Income Statement	31/12/2025	31/12/2024	Delta	% Delta
Interest Margin	62.0	60.0	1.9	3.2%
Net fees	1.0	1.3	(0.3)	-24.0%
Net result from trading	5.1	0.7	4.5	>100%
Net result from hedging activities	(0.0)	-	(0.0)	-100%
Profit / (Loss) on disposal or repurchase financial assets	2.7	0.7	2.0	>100%
Net result of other financial assets and liabilities at fair value	0.5	2.1	(1.6)	-77.0%
Intermediation margin	71.2	64.8	6.3	10.0%
Net value adjustments/write-backs for credit risk	(24.4)	(22.9)	(1.5)	6.7%
Administrative expenses:	(51.2)	(50.6)	(0.6)	1.2%
a) staff expenditures	(30)	(27)	(2)	9.2%
b) other administrative expenses	(22)	(24)	2	-7.9%
Net provisioning for provisions for risks and charges	(0.8)	0.0	(0.8)	<-100%
Net value adjustments/write-backs on tangible assets	(1.5)	(1.8)	0.3	-16.5%
Net value adjustments/write-backs on intangible assets	(3.4)	(3.3)	(0.1)	4.0%
Other operating income/charges	11.9	2.7	9.2	>100%
Profit (Loss) before tax	1.7	(11.1)	12.9	<-100%
Income tax for the year	23	0	22	>100%
Profit (loss) for the year	24.2	(11.0)	35.2	<-100%
Profit / (Loss) for the financial year attributable to non-controlling interests	-	-	-	0.0%
Profit / (Loss) for the financial year attributable to the parent company	24.2	(11.0)	35.2	<-100%

Analysis of the reclassified consolidated income statement

Consolidated net profit for the year ended 31 December 2025 amounted to EUR 24.2 million, compared to a consolidated net loss of EUR 11.0 million as of 31 December 2024.

Gross of the tax effect, substantially attributable to the recording of deferred tax assets discussed below, consolidated profit amounted to EUR 1.7 million, compared to the loss before tax of EUR 11.1 million in 2024, despite including certain extraordinary costs connected to the launch of the public tender offer for the purchase and exchange of Banca Sistema for EUR 1.8 million. In the absence of this extraordinary component, the consolidated result before tax would have been a positive EUR 3.5 million.

The positive development of the consolidated result for the financial year 2025 compared to the previous year was mainly driven by the following aspects:

the losses recorded during the year on investments in ABS securities and NPL loans inherited from the spin-off of the former Credito Fondiario S.p.A. (the "Legacy Portfolio" or "Legacy segment"), which had instead heavily weighed on the result of the previous year, were eliminated thanks to the signing of a financial guarantee agreement named Asset Protection Scheme ("APS") relating to a large part of the Legacy Portfolio. The guarantee agreement essentially provides for the bank to be indemnified for impairment losses related to the revision of expected cash flows, while retaining on the books the effects of revaluations not previously indemnified as well as any impact related to the development of purely market components (i.e. interest rate curve trends). As to the valuations conducted as of 31 December 2025, the net value adjustments on the Legacy Portfolio – determined through a complex process of updating the estimates of the expected cash flows ("business plan review" or "BP review") – amounted to a total of EUR 2.6 million (EUR 10.9 million in terms of value adjustments and EUR 8.3 million in terms of value reversals). The activation of the APS made it possible to almost entirely sterilise value adjustments, recognising indemnifications totalling EUR 10.6 million. These indemnities were recognised under the "Other operating income" item. For the sake of completeness, it should be noted that the financial year's portion of the guarantee fee, amounting to EUR 2 million, was recognised under the "Commission expenses" item;
a positive income trend was recorded, with reclassified net interest and other banking income amounting to EUR 75.3 million compared to EUR 64.7 million in FY2024 (+16%), characterised by the growing contribution of the Factoring business (+25% turnover vs FY24) and Tax Credits/ Superbonus business (>2x volumes purchased vs FY24) – which offset a reduction in average volumes in the Finance business – as well as the contribution of the Investment business, including profits from the sale of part of the government bond portfolio (amounting to EUR 2.3 million). As to funding, there was also a reduction in cost (-0.8 p.p.) mainly due to the fall in market rates despite the growth in average volumes to support business development;
the cost of risk attributable to loans to customers other than the Legacy portfolio (i.e. loans guaranteed by Central Funds, tax credits and factoring) showed an increase in 2025 mainly due to some individually significant exposures and to a more important recourse – compared to the past – to the instrument of negotiated settlement of business crises by companies in difficulty. Overall, the cost of risk for 2025 stands at 202 bps (165 net of individually significant positions) compared to 90 in 2024. It should be noted that the item also includes EUR 0.9 million in provisions for risks and charges to cover the operational risk on disputes in the Tax Credits business;
as previously mentioned, non-recurring items include the recognition in the parent company's financial statements of deferred tax assets on tax losses, ACE and other deductible temporary differences previously off-balance sheet in the amount of EUR 22.6 million, following the positive outcome of the probability test carried out in accordance with IAS 12. It should be noted that the assessments carried out for this purpose were made without taking into consideration the possible positive effects of the completion of the takeover and exchange offer on Banca Sistema. From a prudential point of view, the profit component attributable to the recognition of previously off-

balance-sheet DTAs – although recognised in equity – is entirely sterilised by the deduction of the same amount for the DTAs recognised at the same time;

non-recurring items also included the recognition of certain costs related to the launch of the public tender offer for the purchase and exchange of Banca Sistema for a total of EUR 1.8 million.

An analysis of the main items of the reclassified consolidated income statement and the variances compared to 31 June 2024 is provided below.

Interest margin as at 31 December 2025, was a positive EUR 62 million (compared to EUR 60 million as at 31 December 2024). Interest income amounted to EUR 120.6 million (EUR 123.1 million as at 31 December 2024) and was primarily driven by the financing business. The change compared to 2024 is attributable to the contraction of the legacy portfolio and financing. Details are given below:

EUR million	31 December 2025	31 December 2024
Guaranteed Finance	53.63	57.22
Legacy – consolidated portfolios	10.02	11.76
Legacy – non-consolidated portfolios	11.91	14.62
Legacy – bank portfolio	2.27	2.43
Factoring	7.30	6.35
Tax Credits (Crediti Fiscali+ and Fairway)	16.01	16.83
Tax Credits (Superbonus 110)	2.03	0.91
Cash and investments	17.43	12.94
Total	120.61	123.07

Interest expenses, amounting to EUR 58.6 million (EUR 63 million as at 31 December 2024), mainly relate to "DOL" retail customer online deposits (EUR 37.7 million compared to EUR 40.4 million as at 31 December 2024), repurchase transactions ("Repo"), and interbank and corporate deposits/financing (EUR 16.8 million compared to EUR 15.1 million as at 31 December 2024), as well as interest expenses on outstanding securities for EUR 4.4 million, of which EUR 3.7 million relates to the subordinated loan issued by the parent company in October 2023. The decrease compared to 2024 is mainly attributable to the reduction in the cost of core funding from 3.5% in 2024 to 2.8% in 2025, driven by the fall in market rates, partially offset by a growth in average volumes (+10% compared to 31 December 2024).

The consolidated commission margin amounted to EUR 1 million as at 31 December 2025 (EUR 1.3 million as at 31 December 2024). The margin mainly includes fees received in the factoring activity and those on financing not included in the amortised/depreciated cost, respectively for EUR 5.3 million and EUR 2.1 million, net of fees paid to agents and brokers. The fee expenses also include those paid by SPVs to external servicers for the roles held in their respective securitisations (EUR -1.9 million), those paid the bank to the Do Value group

for the performance of the activities outsourced to it since 1 August 2021 (EUR -0.2 million), as well as the fee expenses (EUR -1.9 million) paid to third parties who/which support the bank in the activity of collecting online deposits. Fee expenses also include the portion of costs for the period amounting to EUR -2 million relating to the APS financial guarantee contract.

Profit on the disposal of financial assets for EUR 2.7 million primarily relate (EUR 2.3 million) to profit realised on the sale, before maturity, of government bonds classified in the HTC and HTCS portfolios.

The net result from trading activities as at 31 December 2025 was a positive EUR 5.1 million and included:

income for EUR 4.9 million from the 110 superbonus tax credits acquired by the parent company for resale, of which EUR 3.6 million already realised and EUR 1.2 million as positive fair value differential;
income of EUR 0.8 million realised from trading options on government bonds;
expenses of EUR 0.5 million related to the closing of the option signed in 2018 for the acquisition of BE TC Srl. In January 2025, the Bank finalised the purchase of the business unit related to the company in question: as a result of this transaction, the aforementioned option agreement was terminated.

The net result of financial assets and liabilities at fair value through income statement, which as at 31 December 2025 was positive for EUR 0.5 million (positive for EUR 2.1 million as at 31 December 2024), includes EUR +1.4 million in changes in the value of ABS securities measured at fair value issued by companies not consolidated on a line-by-line basis, and EUR -0.9 million in changes in the value of liabilities measured at fair value recognised by the parent company.

The result for the year ended 31 December 2024 had benefited for EUR 5 million from the extraordinary income for the earn-out received on an ABS security.

Intermediation margin therefore stood at EUR 71.2 million (compared to EUR 64.8 million as at 31 December 2024).

Net value adjustments amounted to EUR 24.4 million as at 31 December 2025 (EUR 22.9 million as at 31 December 2024). The item mainly includes:

net specific value adjustments on disbursed financing and guaranteed finance classified as Stage 3 for EUR 16.1 million;
adjustments on factoring receivables for EUR 4.8 million, relating almost entirely to positions classified as stage 3;
net value adjustments on non-consolidated ABS securities for EUR 7.9 million;
value adjustments on tax credits for EUR 0.3 million;
net specific value write-backs on the purchased or originated credit impaired ("POCI") portfolios of the parent company and consolidated SPVs in the amount of EUR 5.3 million;

collective adjustments on the parent company's financing and in bonis guaranteed finance for EUR 0.6 million.

The specific value adjustments on guaranteed finance and factoring reflect the steps in Stage 3 that occurred during 2025. The specific value write-backs on POCI portfolios purchased by the bank directly or through SPVs were determined on the basis of the business plan review conducted as at 31 December 2025.

Administrative expenses amounted to EUR 51.2 million (EUR 50.6 million as at 31 December 2024) and consisted of staff expenditures for EUR 29.5 million (EUR 27.1 million as at 31 December 2024) and other administrative expenses for EUR 21.7 million (EUR 23.5 million as at 31 December 2024). Variable remuneration, including social security contributions, amounted to EUR 2.3 million (EUR 2.5 million as at 31 December 2024). The "other administrative expenses" item includes costs for EUR 1.6 million specifically referring to the public offer for the purchase and exchange of Banca Sistema shares, the total costs of which for the year were estimated at EUR 1.8 million.

The increase in staff expenditures mainly reflects the growth in headcount, which rose from 204 units as at 31 December 2024 to 215 units as at 31 December 2025, also due to the abovementioned acquisition of the BE TC business unit, which resulted in the addition of 11 resources.

The reduction in other administrative expenses is related to the recovery of expenses, lower contribution to the Interbank Fund for the Protection of Deposits (Fondo Interbancario di Tutela dei Depositi - F.I.T.D.), lower marketing, consulting and licence/platform fees.

Net provisioning for provisions for risks and charges, amounting to EUR 0.8 million, primarily include the sum allocated to cover operating risk associated with exposures for tax credits acquired through the consolidated companies Crediti Fiscali + and Fairway, for which tax litigation with the Italian Revenue Agency is pending.

Depreciation and amortisation of tangible and intangible assets amounted to EUR 5 million as at 31 December 2025 (EUR 5.1 million as at 31 December 2024). The item includes EUR 1.1 million in amortisation on Right-of-Use assets recognised pursuant to IFRS 16 for the leases of the Rome and Milan offices, printers, and motor vehicles; EUR 3.4 million in amortisation of software (including that arising from the acquisitions of Fifty and the so-called "Credimi" business unit); and EUR 0.4 million in depreciation of tangible assets.

Other net income amounted to EUR 11.9 million. Other income includes, among other things, indemnities paid to the Bank under the "APS" financial guarantee contract for EUR 10.6 million and indemnities on factoring exposures for EUR 0.5 million.

The profit before taxes amounted to EUR 1.7 million (a loss of EUR 11.1 million as at 31 December 2024).

Taxes, positive for EUR 22.5 million, include EUR +21.6 million in taxes recognised by the parent company and EUR +0.9 million for the recovery of deferred tax assets on the SPVs' results and on consolidation entries. More specifically, based on the probability test approved by the Board of Directors, as at 31 December 2025 the bank recognised deferred tax assets

on tax losses and Ace for a total of EUR +22.7 million, as well as taxes on the result for the year for EUR -1.1 million.

The net profit therefore stood at EUR 24.2 million, entirely attributable to the parent company.

Reclassified consolidated balance sheet as of 31 December 2025 and 2024

(amounts in millions of euros)
Balance sheet	31/12/2025	31/12/2024	Delta	% Delta
Cash and cash equivalents	160	100	60	60%
Financial assets	1,854	1,792	62	3%
Financial assets held for trading	0	1	(1)	-98%
Other financial assets required to be measured at fair value	142	86	56	65%
Financial assets at fair value through other comprehensive income	44	9	35	>100%
Financial assets at amortised cost held with customers	1,667	1,696	(29)	-2%
Hedging derivatives	1	-	1	100%
Receivables from banks	12	11	1	9%
Shareholdings	-	-	-
Tangible and intangible assets	12	17	(5)	-29%
Tax assets (current and deferred)	40	15	25	>100%
Other assets	183	23	161	>100%
Total assets	2,263	1,959	304	16%
Funding and other financial liabilities	2,040	1,818	222	12%
Amounts payable to banks	309	433	(125)	-29%
Payables to customers	1,700	1,353	346	26%
Outstanding securities	29	28	1	2%
Financial liabilities from trading	0	0	0	-87%
Liabilities measured at fair value	3	3	(1)	-17%
Tax liabilities	5	4	1	14%
Other liabilities	40	35	5	15%
Employee Severance Indemnity of the staff	0	0	0	3%
Provisions for liabilities and charges	1	0	1	>100%
Shareholders’ equity	177	101	76	75%
Share capital	39	39	-	0%
Equity instruments	39
Reserves	74	73	1	2%
Shareholders’ equity attributable to non-controlling interests	-	-	-
Profit / (Loss) for the period	24	(11)	35	<-100%
Total liabilities and shareholders’ equity	2,263	1,959	304	15%

Analysis of the reclassified consolidated balance sheet

The Group's total assets amounted to EUR 2,263 million (EUR 1,959.3 million as at 31 December 2024).

Investments in outstanding debt and equity securities as of 31 December 2025 amounted to EUR 676.6 million (EUR 656.2 million as of 31 December 2024), of which:

EUR 77.9 million in ABS securities, issued by SPVs that are not fully non-fully consolidated vehicles, measured at fair value (junior and mezzanine securities that do not pass the SPPI test of Gardenia, Fedaia, Rienza, Palatino, Bramito, Domizia, Vette, Restart, ICR, Appia);
EUR 87 million in ABS securities, issued by non-fully consolidated vehicles, measured at amortised cost (senior and mezzanine securities that pass the SPPI test of Bramito, Palatino, Domizia, Vette, ICR, Luzzatti);

EUR 403.7 million in government bonds owned by the parent company classified as HTC instruments within assets at amortised cost;
EUR 41.4 million in government bonds owned by the parent company classified as HTC&S instruments within assets at fair value through other comprehensive income;
EUR 2.6 million in equity financial instruments measured at fair value through other comprehensive income;
EUR 64 million in UCIs units subscribed in the context of the guaranteed impaired loans portfolio sale for a net book value of substantially the same amount, to the Lounge Rises fund, finalised in December 2025.

The increase compared to 31 December 2024 (+ EUR 20.4 million) is mainly attributable to the abovementioned investment in UCI fund units (+ EUR 64 million), partially offset by the decrease in government bonds (-EUR 9.5 million of net change compared to 31 December 2024, considering both the HTC and HTCS portfolios) and by the collections realised on ABS securities issued by SPVs not fully consolidated (EUR 21.9 million on securities at amortised cost and EUR 16.2 million on securities at fair value).

The loans, classified as financial assets at amortised cost, amounted to EUR 1,176.7 million as at 31 December 2025 (EUR 1,135.3 million as at 31 December 2024) and consisted of:

EUR 255.7 million in loans and advances to customers purchased through securitisation vehicles (of which EUR 173.1 million in tax credits purchased by the companies Crediti Fiscali+ and Fairway and EUR 82.6 million in POCI non-performing loans purchased by the companies Ponente SPV, New Levante SPV, Cosmo SPV, Aventino SPV, Liberio SPV);
EUR 2.2 million in POCI banking loan portfolios purchased directly by the parent company;
EUR 7.8 million in leasing loan portfolios purchased directly by the parent company;
EUR 713.7 million represented by loans and guaranteed financing provided by the parent company;
EUR 197.2 million in factoring credits of CF+.

The increase compared to 31 December 2024 (+EUR 41.4 million) is mainly attributable to the volumes realised on tax credits through Crediti Fiscali+ totalling EUR 213.6 million (+EUR 80 million increase in book value net of 2025 collections) and factoring (+EUR 27 million net increase), while a decrease was recorded on financing (-EUR 106 million) attributable to the decalage of loans and the contribution of impaired loans in December 2025 to the aforementioned Lounge Rises Fund.

In 2025, EUR 160 million was also collected from SPVs on fully consolidated portfolios, of which EUR 148.8 million related to tax credits.

The consolidated net interbank balance was negative EUR 135.8 million as at 31 December 2025 (negative EUR 321.6 million as at 31 December 2024). Cash and cash equivalents with banks amounted to EUR 160 million (EUR 100.2 million as at 31 December 2024), including the exposure to the Bank of Italy (EUR 147.5 million); in addition to the cash held at CF+ banks, this item also includes the liquidity of consolidated companies for EUR 7.2 million. Amounts

payable to banks for a total of EUR 308.6 million (EUR 433.2 million as at 31 December 2024), mainly including repurchase transactions carried out by CF+ on securities in portfolio for a total of EUR 227.6 million (EUR 252.9 million as at 31 December 2024) and ordinary advances from the Bank of Italy for EUR 80 million (EUR 180.3 million as at 31 December 2024);

The "hedging derivatives" item amounted to EUR 0.9 million as at 31 December 2025 and included the positive fair value of interest rate swaps entered into as part of the micro fair value hedge strategy with BTPs classified in the HTC portfolio as hedged instruments, which started in the second quarter of 2025. The fair value adjustment of hedged securities is classified directly as an adjustment of the amortised cost value of securities under the "loans to customers" item. The net impact recorded in the income statement was close to zero.

Tangible and intangible assets amounted to EUR 12.4 million as at 31 December 2025 (EUR 17.4 million as at 31 December 2024).

Tangible assets include right-of-use assets recognised under IFRS 16 in relation to lease agreements for the Rome and Milan offices and for leased cars and printers, for a total of EUR 2.7 million. As to the Rome office, during the third quarter, the value in use and the related liability were revised to take into account the amendment to the contract with a reduction of EUR 1.2 million. As for intangible assets, the completion of the acquisition of the business unit attributable to BE TC S.r.l. resulted in the recognition, among the intangible assets, of goodwill amounting to EUR 0.5 million. Intangible assets also include goodwill relating to the acquisition of Be Credit Management S.p.A. for EUR 0.9 million, as well as goodwill and intangible assets for EUR 1.3 million and EUR 0.6 million respectively (net of amortisation), recognised as at 31 December 2021 during the purchase price allocation on the consideration paid for the purchase of the quotas of Fifty S.r.l. and the value assigned to the software acquired in 2024 with the Credimi business unit, equal to EUR 4.2 million as at 31 December 2025, net of depreciation.

Other assets, amounting to EUR 183.4 million as at 31 December 2025, include, inter alia:

EUR 90.9 million for the exposure arising from a co-investment transaction in the purchase of an IRES receivable originated by a leading player in the Italian energy sector;
EUR 50 million in "Superbonus 110%" tax credits purchased directly by the parent company; "Superbonus 110" tax credits include EUR 32.2 million in positions purchased with the intent to resell to third parties and classified under the "other" business model (fair value through profit and loss), and EUR 17.8 million in receivables acquired for set-off purposes;
EUR 26.5 million for the deferral of the premium paid upfront by the parent company for the financial guarantee agreement, the Asset Protection Scheme, related to ABS of the Legacy Portfolio. The agreement was signed on 21 March 2025 (and supplemented on 25 June 2025) with two counterparties belonging to the Group headed by the reference shareholder;
EUR 8.8 million for the receivables from Guarantors for the indemnity recorded in the second half of 2025 under the aforementioned financial guarantee, collected in February 2026.

As at 31 December 2025, the item tax assets amounted to EUR 40.1 million (EUR 15.2 million as at 31 December 2024), of which EUR 11.9 million related to current assets and EUR 28.2 million to deferred tax assets.

Current tax assets mainly relate to advances paid by the parent company, specifically on stamp duty (EUR 3.7 million), withholding tax on interest (EUR 7.6 million), and substitute tax on financing (EUR 0.3 million).

Deferred tax assets relate entirely to the parent company and include EUR 24.8 million for prior-year tax losses, EUR 2.4 million for benefits from "Aiuto alla Crescita Economica" ("ACE"), EUR 0.2 million for tax credits under Law 214/2011 relating to adjustments on credits deductible over multiple years, EUR 0.5 million on residual units of Fifty and BECM goodwill deductible in the future, redeemed in 2022, and EUR 0.3 million for other deductible temporary differences arisen in the financial year closed 31 December 2025.

Under liabilities, the following are highlighted:

payables to customers for a total of EUR 1,699.8 million (EUR 1,353.4 million as at 31 December 2024), mainly including collection by the parent company through online deposits from retail customers amounting to EUR 1,600.3 million (EUR 1,276.9 million as at 31 December 2024), of which EUR 339.6 million are demand deposits or awaiting restriction and EUR 1260.7 million, including accrued interest, restricted at an average fixed rate of 2.8%. Payables to customers also include the financing from Cassa Depositi e Prestiti for EUR 32 million, and corporate customers deposits for EUR 110 million;
outstanding securities for EUR 28.9 million, of which EUR 3.4 million equals the portion of notes issued by the consolidated Liberio SPV held by third-party investors and EUR 25.5 million, gross of accrued interest, relating to the subordinated loan issued on 13 October 2023 by CF+ for a nominal amount of EUR 25 million at a rate of 14.5%. The loan is computable as a Tier 2 equity instrument, in accordance with the provisions of Regulation (EU) No. 575/2013 ("CRR") and the Bank of Italy Circular No. 285 of 17 December 2013.

Financial liabilities designated at fair value as at 31 December 2025 amounted to EUR 2.8 million (EUR 3.4 million as at 31 December 2024) and relate to payables recognised for deferred prices concerning the former Artemide portfolio and the Crediti Fiscali+ portfolio, due to the companies Fire and BE TC S.r.l., respectively.

Total tax liabilities amounted to EUR 4.5 million (EUR 4 million as at 31 December 2024) and comprise EUR 1.7 million in current tax liabilities of the parent company and EUR 2.8 million in deferred tax liabilities, mainly attributable to the economic results of the segregated assets of the consolidated Law 130/99 special purpose vehicles (EUR 2.5 million) and, for the residual part (EUR 0.3 million), recognised by the parent company against the surplus value arising from the Credimi intangible asset during the final PPA.

In the parent company's current tax liabilities, a provision of EUR 1.1 million was set aside for the extraordinary contribution to be paid, by 30 June 2026, for the purpose of redeeming the restricted reserves for the so-called "extra-profits tax", recorded with a balancing entry in shareholders' equity.

The Banca CF+ Group's shareholders' equity, including the profit for the year, amounted to EUR 176.9 million, of which EUR 0.008 million was attributable to non-controlling interests, compared to EUR 101.3 million as at 31 December 2024.

As at 31 December 2025, shareholders' equity includes, in addition to the profit for the year, the effects of the capital strengthening carried out during the year, with the payment of EUR 15 million into a future capital increase account made on 29 April 2025 by the majority shareholder Tiber Investments 2 S.à.r.l., and with the issuance of an Additional Tier 1 ("AT1") for EUR 39 million (net of costs incurred), finalised in November 2025. The amount of the EUR 15 million payment into a future capital increase was subsequently converted into capital following the shareholders' resolution for a capital increase in January 2026, in which the minority shareholders also participated with the payment of an additional EUR 1.5 million.

The Group shareholders' equity also includes reserves deriving from consolidated SPVs for a total of EUR 4.6 million.

Statement of changes in consolidated shareholders' equity for the financial year closed 31 December 2025

(amounts in thousands of euros)

	Bilancio al d 31/12/26	EUR 150 million	EUR 101.3 million	EUR 101.3 million	Minutes of interest		Changes in the financial year										EUR 101.3 million	EUR 101.3 million	EUR 101.3 million
					Number	Amount paid by shareholder	Change in equity	EUR 101.3 million	Transmitters on shareholders' equity							EUR 101.3 million
									EUR 101.3 million	EUR 101.3 million	EUR 101.3 million	EUR 101.3 million	EUR 101.3 million	EUR 101.3	EUR 101.3
Share capital:
at ordinary shares	59,221	-	59,221	-	-	-	-	-	-	-	-	-	-	-	-	-	59,221	59,213	8
to other shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Issue surcharges	57,643	-	57,643	(0,805)	-	-	-	-	-	-	-	-	-	-	-	-	47,838	47,838	-
Reserves:
at of profits	5,233	-	5,233	-	-	-	-	-	-	-	-	-	-	-	-	-	5,233	5,233	-
to other	8,174	-	8,174	(1,177)	-	13,803	-	-	-	-	-	-	-	-	-	-	20,853	20,853	-
Valuation reserves	5,979	-	5,979	-	-	-	-	-	-	-	-	-	-	-	-	(1,505)	2,474	2,474	-
Equity instruments	-	-	-	-	-	-	-	-	-	-	59,644	-	-	-	-	-	59,644	59,644	-
Treasury shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit / taxes for life	-103,863	-	-103,863	18,944	-	-	-	-	-	-	-	-	-	-	-	29,247	29,247	29,247	-
Total shareholders' equity	100,248	0	100,248	0	0	13,803	0	0	0	59,644	0	0	0	59,644	59,644	100,248	0	0
Group shareholders' equity	101,200	-	101,200	-	-	13,803	-	-	-	59,644	-	-	-	-	22,742	-	101,200	-
Shareholders' equity attributable to non-controlling interests	8	-	8	-	-	-	-	-	-	-	-	-	-	-	-	-	-	8

Statement of changes in consolidated shareholders' equity for the financial year closed 31 December 2024

(amounts in thousands of euros)

	Business as of 31/12/25	Charge to opening business	Business as of 1/1/2024	Allocation of previous financial year result		Changes in the financial year										Transmitted - medical at 31/12/2024	Change in shareholders' equity at 31/12/2024	Allocation - equity of financial year to 31/12/2024
				Business	Dividends and other allocations	Changes in reserves	Leasing new shares	Transactions on shareholders' equity							Transmitted - medical at 31/12/2024
								Increase of amounts shares	Fixed options	Change in equity instruments	Change in equity instruments	Change in shareholders	Compensation income as of 31/12/2024
Share capital at ordinary shares to other shares	19,075	-	19,075	-	-	-	20,147	-	-	-	-	-	-	-	-	-	39,221	39,213
Issue surcharges	88,069	-	88,066	(37,267)	-	-	6,892	-	-	-	-	-	-	-	-	-	57,643	57,643
Reserves at of profits to other	3,233 5,061	-	3,233 5,061	3,273	-	26,987	(26,987)	-	-	-	-	-	-	-	-	3,233 8,174	3,233 8,174	-
Valuation reserves	3,814	-	3,814	-	-	-	-	-	-	-	-	-	-	-	-	164	3,979	3,979
Equity instruments	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Treasury shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit - Exercising the financial year	104,964	-	104,964	34,896	-	-	-	-	-	-	-	-	-	-	-	110,9631	110,9631	110,9631
Total shareholders' equity	85,083	-	85,083	-	-	26,987	-	-	-	-	-	-	-	-	-	110,8181	110,8181	110,8181
Group shareholders' equity	85,081	-	85,081	-	-	26,987	-	-	-	-	-	-	-	-	-	110,8181	110,8181	110,8181
Shareholders' equity attributable to non-sponsoring interests	0	-	0	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-

Consolidated statement of cash flows for the financial years closed 31 December 2025 and 2024, prepared using the indirect method

(amounts in thousands of euros)

A.	OPERATING ACTIVITY	Amount
		31/12/2025	31/12/2024
1. Operation		26,323	14,133
- result for the financial year (+/-)		24,247	(10,983)
- capital gains/losses on financial assets held for trading and other financial assets/liabilities at fair value through income statement (-/+)		(5,602)	(2,747)
- capital gains/losses on hedging activities (+/-)		1	-
- net value adjustments/write-backs for credit risk (+/-)		24,432	22,890
net value adjustments/write-backs on tangible and intangible fixed assets (+/-)		4,968	5,136
- net provisioning for provisions for risks and charges and other costs / revenues (+/-)		783	(27)
- unpaid taxes, fees and tax credits (+/-)		(22,506)	(137)
- net value adjustments/write-backs of terminated operations net of the tax effect (+/-)		-	-
- other adjustments (+/-)		0	0
2. Cash generated by/absorbed in financial assets		(250,557)	(341,309)
- financial assets held for trading		783	(279)
- financial assets designated at fair value		-	-
- other financial assets required to be measured at fair value		(54,443)	7,691
- financial assets at fair value through other comprehensive income		(34,645)	1,346
- financial assets measured at amortised cost		3,238	(343,634)
- other assets		(165,491)	260
3. Cash generated by/absorbed in financial liabilities		231,445	276,761
- financial liabilities measured at amortised cost		222,278	272,421
- financial liabilities from trading		5,122	(138)
- financial liabilities designated at fair value		(1,530)	4,261
- other liabilities		5,575	217
Net cash generated by/absorbed in operating activities		7,211	(50,415)
	INVESTMENT	31/12/2025	31/12/2024
1. Cash generated by		-	-
- shareholders sale		-	-
- dividends received on shareholdings		-	-
- sales of tangible assets		-	-
- sales of intangible assets		-	-
- sale of business units		-	-
2. Cash absorbed by		21	(3,355)
- purchases of shareholders		-	-
- purchases of tangible assets		1,062	(479)
- purchases of intangible assets		(1,041)	(2,876)
- purchases of business units		-	-
Net cash generated by/absorbed in investment activities		21	(3,355)
	FUNDING	31/12/2025	31/12/2024
- issuance/purchase of treasury shares		-	-
- issuance/purchase of equity instruments		52,906	26,997
- dividend distribution and other purposes		-	-
Net cash generated by/absorbed in funding activities		52,906	26,997

NET LIQUIDITY GENERATED/ABSORBED DURING THE YEAR	60,138	(26,774)

Key:
(+) Generated
(-) Absorbed


Financial statement items	Amount
	31/12/2025	31/12/2024
Cash and cash equivalents at the beginning of the financial year	100,185	126,959
Total net cash generated/absorbed in the financial year	60,138	(26,774)
Cash and cash equivalents effect of exchange rate fluctuations	-	0
Cash and cash equivalents at end of the financial year	160,323	100,185

Further information

It should be noted that the Offeror's consolidated financial statements for the year ended 31 December 2025 do not include the Banca Sistema Group income statement and balance sheet balances in the scope of consolidation, since control of that entity was acquired in March 2026.

As highlighted in the Introduction, Paragraph 4, of the Offer Document, the Maximum Disbursement for the Offer will amount, in total, to EUR 29.3 million.

The payment of this Maximum Disbursement, which the Offeror intends to meet by using its own financial resources, is compared to the Offeror's total shareholders' equity of EUR 176.9 million as at 31 December 2025.

As at 31 December 2025, the Offeror's capital ratios are as follows:

(i) CET 1 ratio 14.3% (Capital Guidance Requirement 10.1%);
(ii) TIER 1 ratio 20.1% (Capital Guidance Requirement 12.0%);
(iii) Total Capital ratio 23.9% (Capital Guidance Requirement 14.5%).

The Offeror also benefits from the full capital support of the Funds managed by Elliott Investment Management L.P., as the reference shareholder, in support of the growth and development plans following the completion of the Offer.

As evidenced in Section G of the Offer Document, based on data as at 31 December 2025, the new entity resulting from the aggregation transaction would have a total assets of approximately EUR 6.6 billion, of which approximately EUR 4 billion is represented by loans to customers. The Issuer's customers are expected to be able to benefit from the range of products and services of the Offeror, which will complement the current offerings of the Issuer. The contribution of such resources in terms of balance sheet aggregates is expected to be such as to consolidate the Offeror's position as a leading specialised bank within the Italian market, positioning it as a potential aggregator for further players.

Although, as of the Offer Document Date, no formal decisions have been made by the Offeror's competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the Merger of the Offeror into the Issuer as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;

increase – with new resources – the already solid capital position of the intermediary.

Taking into account the possible impacts on the Offeror’s business and financial performance, the acquisition of the Issuer and its incorporation into the Offeror are expected to:

strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;
develop a greater capacity to attract new talent with specific professional skills to support business development.

B.1.11 Recent trends and perspectives

As at the Offer Document Date, no events have occurred that are relevant to the economic, equity and financial situation of the Offeror, except as regards the following aspects:

the completion of the VTO, as a result of which the Offeror acquired control of Banca Sistema and its group companies;
effective as of 30 January 2026, the merger by incorporation of Tiber Investments 2 S.à.r.l. into EIHC was finalised. Following this merger, Tiber Investments 2 S.à.r.l. ceased to exist, whereas EIHC now directly holds the same controlling interest in Banca CF+’s share capital.

B.1.12 Persons Acting in Concert

By virtue of the relationships described in Paragraph B.1.6 above, EIHC, Elliott International, L.P. and Elliott International Limited, in their capacity as companies that directly and indirectly control the Offeror, must be considered Persons Acting in Concert with the Offeror, within the meaning of Article 101-bis, paragraph 4-bis, lett. b), of the TUF;

For the sake of completeness, it should also be noted that, on 29 June 2025, the Offeror, on one side, and Gianluca Garbi, SGBS and Garbifin (the “Tendering Shareholders Signing the Agreement”), on the other side, signed an agreement (the “Agreement”) whereby, inter alia, the Tendering Shareholders had irrevocably committed to the Offeror to accepting the VTO, by tendering, in total, 19,995,371 Issuer’s ordinary shares, representing approximately 24.86% of the Issuer’s share capital.

Without prejudice to the foregoing, the Offeror shall be the sole party to purchase the Shares tendered in acceptance of the Offer, as well as to bear the costs arising from the Offer.

For further information on the Agreement, please refer to the key information published on 3 July 2025, pursuant to Article 122 of the TUF and Article 130 of the Issuers’ Regulation, and available on Banca Sistema’s website.

B.2 INFORMATION ON THE ISSUER

B.2.1 Name, Legal Form and Registered Office

The corporate name of the Issuer is “Banca Sistema S.p.A.”.

The Issuer is a joint-stock company incorporated under Italian law with registered office in Milan, Largo Augusto no. 1/A, at the corner of Via Verziere no. 13, registration number with the Milan Monza Brianza Lodi Companies Register, tax identification code and VAT No. 12870770158.

The Issuer is also registered with the Bank of Italy’s Banks Register under No. 03158.3 and, the company belongs to the Banca CF+ Group, registered with the Banking Groups Register, and is subject to Banca CF+’s managing and coordination.

Issuer’s Shares are listed on the Euronext STAR Milan, organised and managed by Borsa Italiana, with ordinary Shares ISIN code IT0003173629.

B.2.2 Share Capital

As at the Offer Document Date, the Issuer’s share capital amounted to EUR 9,650,526.24 divided into 80,421,052 ordinary shares with a nominal value of EUR 0.12 each.

There are no other classes of shares.

Each share entitles the holder to one vote, without prejudice to the possibility of obtaining increased voting rights in accordance with the relevant provisions of the current Articles of Association. According to the latest notices in accordance with Article 85-bis, paragraph 4-bis, of the Issuers’ Regulation, as at the Offer Document Date, as a result of the increased voting rights pursuant to Article 127-quinquies of the TUF and Article 5 of the Issuer’s Articles of Association, the number of voting rights exercisable at the Issuer’s shareholders’ meetings is 80,425,652. It should be noted that, based on what was represented in the notice pursuant to Article 143-quater, paragraph 5, of the Issuers’ Regulations, as published on Banca Sistema’s website on 4 March 2026, all previously registered shareholders holding an interest over 5% have requested to be removed from the list for the enjoyment of the increased voting rights for all the shares previously registered.

As at the Offer Document Date, 4,600 Issuer’s Shares individually entitle each holder to two votes at the Shareholders’ Meeting.

As at the Offer Document Date, and to the best of the Offeror's knowledge, the Issuer does not hold Treasury Shares.

B.2.3 Major Shareholders

As at the Offer Document Date, EIHC, through the Offeror, holds 64,940,857 Issuer's Shares already owned by the Offeror as at the Offer Document Date, equal to approximately 80.751% of the relevant share capital and approximately 80.746% of the relevant voting rights (based on 80,425,652 voting rights).

Pursuant to Article 93 of the TUF, the Offeror holds control of Banca Sistema and exercises management and coordination activities over it.

Based on the notices made pursuant to Article 120, paragraph 2, of the TUF, as published on Consob's website on the Offer Document Date and other information available to the Offeror, no other Banca Sistema's shareholders hold actual shareholding (in terms of voting rights) greater than 5% of the Issuer's share capital (source: www.consob.it).

Except for the above, to the best of the Offeror's knowledge, as of the Offer Document Date, no Person Acting in Concert with the Offeror holds Issuer's Shares, and neither the Offeror nor the Persons Acting in Concert hold financial instruments issued by the Issuer or derivative financial instruments providing a long position in the Issuer.

As of the Offer Document Date, based on the information available to the Offeror, with the exception of the CF+ Shareholders' Agreement and the shareholders' agreement provisions contained in the Agreement, no significant shareholders' agreements pursuant to Article 2341–bis of the Italian Civil Code and Article 122 of the TUF have been executed. For further information on the CF+ Shareholders' Agreement and the Agreement, please refer to the essential information published on 11 March 2026 and on 3 July 2025, respectively, under Articles 122 of the TUF and 130 of the Issuers' Regulation, available on Banca Sistema's website.

B.2.3.1 Major Shareholders of KK

In view of the fact that part of the Offer's Consideration (i.e., the Consideration in KK Shares) consists of KK shares, for the sake of completeness, it should be noted that, as at the Offer Document Date, according to publicly available information, the parties listed in the table below directly or indirectly hold more than 5% of KK's share capital represented by voting shares.

Shareholder	Number of held shares	% of share capital and voting capital
Banca Sistema	17,371,795	70.59
Fondazione Pisa	2,234,840	9.08
Fondazione CR Cuneo	2,233,940	9.08
Fondazione CR Alessandria	1,330,818	5.41
Mercato³	1,438,200	5.84

³ This number of shares includes 13,500 KK shares held directly and indirectly by Gianluca Garbi prior to the VTO.

Total	24,609,593	100.00

It should be noted that as a result of the planned stock split of KK's outstanding shares based on a 1:98 ratio, KK's share capital will consist of 2,411,740,114 shares (compared to the current 24,609,593 KK shares).

For the sake of completeness, below is a table summarising, based on the information available to the Offeror, the possible approximate composition of KK's shareholding structure following the completion of the Offer, taking into account the stock split of the KK shares, assuming full acceptance of the Offer and taking into account the acceptances to the VTO.

Shareholder	Number of held shares	% of share capital and voting capital
Gianluca Garbi, SGBS and Garbifin⁴	460,417,490	19.09
Fondazione CR Cuneo⁵	366,931,120	15.21
Fondazione CR Alessandria⁶	276,739,977	11.47
Fondazione Pisa⁷	219,014,320	9.08
Fondazione Sicilia⁸	121,725,752	5.05
Banca Sistema⁹	7,553,664	0.31
Mercato¹⁰	959,357,791	39.78
Total	2,411,740,114	100.00

B.2.4 Management and Control Bodies and Auditing Firm

⁴ Number of KK shares calculated taking into account the 19,960,630 Banca Sistema shares tendered to the VTO and the 13,500 KK shares (before the stock split) directly and indirectly held by Gianluca Garbi prior to the VTO.

⁵ Number of KK shares calculated taking into account the 6,435,000 Banca Sistema shares tendered to the VTO and the 2233940 KK shares (before the stock split) held prior to the VTO.

⁶ Number of KK shares calculated taking into account the 6,361,731 Banca Sistema shares tendered to the VTO and the 1330818 KK shares (before the stock split) held prior to the VTO.

⁷ Number of KK shares calculated taking into account the 2,234,840 KK shares (before the stock split) held prior to the VTO.

⁸ Number of KK shares calculated taking into account the 5,292,424 Banca Sistema shares tendered to the VTO.

⁹ Number of KK shares calculated taking into account the 17,371,795 KK shares (before the stock split) held by Banca Sistema prior to the VTO and the allocation (a) to the VTO tendering shareholders of 23 KK shares (after the stock split) for each Banca Sistema share tendered to the VTO, and (b) of 13 KK shares (after the stock split) for each Banca Sistema share tendered to the Offer (in the event of full acceptance thereof).

¹⁰ Number of KK shares calculated taking into account the 1,424,700 KK shares (before the stock split) held by the so-called "Mercato" (excluding the shares directly and indirectly held by Gianluca Garbi) prior to the VTO, and the acceptances and allocations assumed above.

Issuer's Board of Directors

Article 10 of the Issuer's Articles of Association stipulates that the company shall be managed by a board of directors consisting of a minimum of 7 (seven) and a maximum of 11 (eleven) members.

The Issuer's Board of Directors in office on the Offer Document Date, consisting of 9 (nine) members, was appointed on 23 April 2026 and will expire on the date of the Shareholders' Meeting called for the approval of the financial statements for the year ending on 31 December 2028.

As of the Offer Document Date, the composition of the Issuer's Board of Directors is as follows:

Office	First name and surname
Chairperson of the Board of Directors	Davide Croff
Deputy Chairperson of the Board of Directors	Gioia Ghezzi (**)
Chief Executive Officer	Iacopo De Francisco
Director	Massimo Ruggieri
Independent director	Claudio Battistella (**)
Independent director	Alessandra Grendele (**)
Director	Luitgard Spögler
Director	Emanuela Da Rin
Director	Salvatore Baiamonte

(**) Director meeting the independence requirements pursuant to the combined provisions of Articles 13 of Italian Decree of the Ministry of Economics and Finance No. 169/2020, 147-ter, paragraph 4, and 148, paragraph 3, of the TUF and Article 2, Recommendation No. 7, of the Corporate Governance Code for listed companies adopted by Borsa Italiana, to which the Company adheres.

To the best of the Offeror's knowledge, as at the Offer Document Date, no member of the Issuer's Board of Directors holds Shares and/or other economic interests in the Issuer and/or other companies of the Banca Sistema Group, nor do they hold any other office in the Banca Sistema group's companies.

Board Committees

As at the Offer Document Date, the Issuer's Board of Directors established the following Board Committees with proactive, advisory, investigative and support functions:

Appointments Committee, including Alessandra Grandele (as Chairperson), Claudio Battistella and Gioia Ghezzi;
Internal Control, Risk Management and Sustainability Committee, including Claudio Battistella (as Chairperson), Gioia Ghezzi and Alessandra Grandele;
Remuneration Committee, including Gioia Ghezzi (as Chairperson), Claudio Battistella and Alessandra Grandele.

Board of Statutory Auditors

Pursuant to Article 17 of the Articles of Association, in accordance with the current gender balance legislation the Board of Statutory Auditors consists of three standing auditors and two alternate auditors, who remain in office for three financial years and may be re-elected.

The Issuer's Board of Statutory Auditors in office on the Offer Document Date was appointed by resolution of the Company's ordinary Shareholders' Meeting on 23 April 2026, and will remain in office until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2028.

As at the Offer Document Date, the Issuer's Board of Statutory Auditors was composed of the members indicated in the table below:

Office	First name and surname
Chairperson of the Board of Statutory Auditors	Angelo Rocco Bonissoni
Standing Statutory Auditor	Giuseppina Pisanti
Standing Statutory Auditor	Franco Vezzani
Alternate Statutory Auditor	Elisabetta Caimmi
Alternate Statutory Auditor	Giovanni Pappalardo

To the best of the Offeror's knowledge, as at the Offer Document Date, none of the members of the Issuer's Board of Statutory Auditors holds any Shares and/or other economic interests in the Issuer and/or Banca Sistema Group companies, nor do they hold any other office within Banca Sistema Group companies.

Auditing Firm

The Issuer's ordinary Shareholders' Meeting of 23 April 2026 entrusted the Auditing Firm EY S.p.A. with the statutory audit of Banca Sistema for the 2026-2034 nine-year period, subject to the consensual termination of the assignment for the statutory audit conferred on BDO Italia S.p.A for the 2019-2027 financial years by Banca Sistema's Shareholders' Meeting held on 18 April 2019.

B.2.5 Brief Description of the Group Headed by the Issuer

The Banca Sistema Group is a specialised, independent and diversified financial group operating in Italy, headed by Banca Sistema, established in 2011 and listed since 2015 on Euronext Milan, in the Euronext STAR Milan segment, which is organised and managed by Borsa Italiana.

Banca Sistema, which as at 31 December 2025 has 365 resources and carries out factoring activities, mainly with the Public Administration, is active in the field of "salary-backed loans" and carries out activities for pawn credit and as auction house through the group headed by Kruso Kapital.

The Banca Sistema Group aims to meet the companies' financial needs, acting as a link between the public and private sectors through an advanced and easily accessible banking offer.

The following is a graphic representation of main Banca Sistema Group's companies as at the Offer Document Date.

(1) Joint Venture.
Source: Issuer's corporate information

It should be noted that, as of 6 March 2026, $\mathrm{CF+}$ , formerly the Banca $\mathrm{CF+}$ Group's parent company, assumed the role of parent company of the new banking group integrating the Banca $\mathrm{CF+}$ Group and the Banca Sistema banking group, and Banca Sistema ceased to be the Banca Sistema banking group's parent company.

B.2.6 Recent Trends and Perspectives

The Issuer's financial statements for the financial year ending 31 December 2025 has been approved by the Issuer's shareholders' meeting of 23 April 2026. The results as at 31 December 2025, as approved by the Issuer's Board of Directors on 6 February and 6 March 2026, are made available to the public on the Issuer's website www.bancasistema.it.

2025 Annual Financial Report

The following tables show the consolidated balance sheet and income statement, the consolidated statement of comprehensive income, statement of changes in consolidated shareholders' equity and the consolidated statement of cash flows of the Banca Sistema Group as at 31 December 2025 (compared with the figures for the previous year), as presented in the 2025 Annual Financial Report available to the public on the Issuer's website at www.bancasistema.it.

In this regard, it should be noted that the Offeror has not carried out any independent verification of the data and information relating to Banca Sistema Group set out in the Offer Document.

Consolidated Balance Sheet
Asset Items (in thousands of euros)	31 December 2024	31 December 2025
Cash and cash equivalents	93,437	87,791
Financial assets measured at fair value through income statement	–	1,621
a) financial assets held for trading	–	60
c) other financial assets required to be measured at fair value	–	1,561
Financial assets at fair value through other comprehensive income	1,147,197	1,186,326
Financial assets measured at amortised cost	2,873,051	2,610,862
a) receivables from banks	23,024	19,161
b) loans to customers	2,850,027	2,591,701
Hedging derivatives	–	–
Value adjustment of macro–hedged financial assets (+/-)	3,557	2,146
Shareholdings	984	985
Tangible assets	53,433	57,582
Intangible assets	47,233	34,116
of which: goodwill	45,075	30,690
Tax assets	13,415	13,055
a) current	1,758	–
b) deferred	11,657	13,055
Other assets	470,591	343,930
Total Assets	4,702,898	4,338,414

The financial year closed 31 December 2025 ended with total consolidated assets of the Banca Sistema Group amounting to approximately EUR 4.3 billion, a decrease of approximately 7.8% compared to the year-end figure for 2024.

The Banca Sistema Group's securities portfolio, in its "Financial assets at fair value through other comprehensive income" component, remains mainly composed of Italian government bonds with an average duration of about 16.3 months (the average residual duration at year-end 2024 was about 15.2 months). The nominal value of the government bonds included in the securities portfolio amounted to approximately EUR 1,154 million as at 31 December 2025 (approximately EUR 1,117 million as at 31 December 2024), and the related valuation reserve at the end of the period was positive and amounted to approximately EUR 6.5 million before tax.

Loans and advances to customers included in the "Financial assets measured at amortised cost" item consist mainly of loans and advances to customers and the held-to-maturity securities portfolio. As at 31 December 2025, loans and advances to customers amounted to

EUR 2.6 billion, a decrease of about 9.1% compared to year-end 2024. It should be noted that 53.5% of loans to customers as at 31 December 2025 were receivables of the factoring division (about 55% at the end of 2024).

As reported in more detail on p. 44 of the 2025 Annual Financial Report, the ratio of gross impaired loans to total gross loans increased to approximately 16.3% as at 31 December 2025, compared to approximately 11.7% as at 31 December 2024, whereas the ratio calculated on loan values net of loan adjustments for the same periods was approximately 14.3% and 9.9% respectively, as a result of a decrease in absolute terms in the weight of performing loans and an increase in impaired loans relative to the status of past due loans, which are high due to the application of the new definition of default. Compared to the end of the 2024 financial year, the increase in past-due exposures is due to the new classification of certain credit positions as past due, in accordance with the feedback received from, and the constant discussions with, the Bank of Italy, which provide for the ineffectiveness of the corporate mitigants adopted by the Issuer and contested during the inspection, previously used to suspend the calculation of past due. It should also be noted that, following the exit from instability of a significant position in the third quarter of 2025, an amount of EUR 68 million was reclassified from non-performing to past due.

The coverage ratio of impaired loans stood at around 14.4% as at 31 December 2025, down from around 17.3% as at 31 December 2024. The coverage ratio of non-performing loans, excluding exposures to temporarily failing municipalities, is about 85% at the end of 2025.

Consolidated Balance Sheet
Liabilities and shareholders’ equity items (in thousands of euros)	31 December 2024	31 December 2023
Financial liabilities measured at amortised cost	4,109,583	3,720,033
a) amounts payable to banks	127,257	69,199
b) amounts payable to customers	3,761,395	3,441,519
c) outstanding securities	220,931	209,315
Financial liabilities designated at fair value	–	6,726
Hedging derivatives	3,561	2,078
Tax liabilities	31,809	50,697
a) current	1,659	19,900
b) deferred	30,150	30,797
Other liabilities	196,583	158,268
Employee Severance Indemnity of the staff	5,215	5,242
Provisions for risks and charges:	41,470	43,032
a) commitments and guarantees given	28	6
c) other provisions for risks and charges	41,442	43,026
Valuation reserves	4,112	13,057
Equity instruments	45,500	45,500
Reserves	176,640	198,825
Issue surcharges	39,100	39,100
Share capital	9,651	9,651
Treasury shares (-)	–102	–
Equity attributable to non-controlling interests (+/-)	14,577	17,163
Profit for the financial year	25,199	29,042
Total liabilities and shareholders’ equity	4,702,898	4,338,414

As at 31 December 2025, amounts payable to customers, amounting to EUR 3.4 billion, decreased by about 8.5% compared to the end of the 2024 financial year due to a decrease in

loans payable through repurchase agreements, whereas funding from deposit accounts and current accounts remained in line with the financial year 2024.

Wholesale funding, which accounts for about 30% of the Banca Sistema Group's total funding, remained stable in percentage terms compared to year-end 2024 with an annual decrease of about 10% (in line with the reduction in retail funding over the same period). As at 31 December 2025, amounts due to banks decreased by approximately 45.6% compared to 31 December 2024, as a result of the lower use of repurchase agreements to finance the securities portfolio.

The amount of bonds outstanding at the end of the 2025 financial year was about EUR 255 million, slightly decreasing by about 4.4% compared to 31 December 2024, as a result of redemptions and further issues of senior ABS units subscribed by third-party investors.

The "Other liabilities" item mainly includes payments received at the turn of the period from assigned debtors, which were in the process of being allocated at the end of the period, as well as payables to suppliers and tax payables.

Consolidated Income Statement
Items (in thousands of euros)	31 December 2024	31 December 2025
Interest income and similar income	196,255	210,413
of which: interest income calculated using the effective interest method	182,353	201,118
Interest expenses and similar charges	-146,174	-113,662
Interest Margin	50,081	96,751
Fee income	46,560	44,509
Fee expenses	-19,838	-16,942
Net fees	26,722	27,567
Dividends and similar income	227	227
Net result from trading	34,224	28,497
Net result from hedging activities	-5	68
Profit / (Loss) on disposal or repurchase of:	9,983	17,722
a) financial assets measured at amortised cost	6,374	6,703
b) financial assets at fair value through other comprehensive income	3,609	11,019
c) financial liabilities	-	-
Net income of other financial assets and liabilities measured at fair value through income statement	-	7
a) financial assets and liabilities designated at fair value	-	7
Intermediation margin	121,232	170,839
Net value adjustments/write-backs for credit risk of:	-1,132	-10,298
a) financial assets measured at amortised cost	-911	-10,288
b) financial assets at fair value through other comprehensive income	-221	-10
Profits/losses from contractual changes without cancellations	-102	1
Net result from financial operations	119,998	160,542
Administrative expenses	-69,130	-81,142
a) staff expenditures	-32,452	-33,603
b) other administrative expenses	-36,678	-47,539
Net provisioning for provisions for risks and charges	-3,425	-7,463
a) commitments and guarantees given	31	22
b) other net provisioning	-3,456	-7,485
Net value adjustments/write-backs on tangible assets	-2,644	-3,164
Net value adjustments/write-backs on intangible assets	-657	-1,328
Other operating income/charges	-2,235	1,473
Operating costs	-78,091	-91,624
Profit / (Loss) on shareholdings	-11	190
Goodwill Value Adjustments	-	-13,299
Profit / (Loss) from continuing operations, before taxes	41,896	55,809
Income taxes on continuing operations for the financial year	-15,374	-24,186
Profit from continuing operations, net of taxes	26,522	31,623
Profit / (Loss) from discontinued operations, net of taxes	-	-
Profit for the financial year	26,522	31,623
Result of the period attributable to non-controlling interests	-1,323	-2,581
Profit for the period attributable to the parent company	25,199	29,042

In 2025, the interest margin amounted to about EUR 96,751,000, showing significant growth compared to the previous year (approximately +93%) despite the progressive decline in market interest rates. This performance reflects the maintenance of high levels of interest income, supported by still high lending spreads compared to the cost of funding against a slight contraction in average volumes employed.

Net commissions, amounting to approximately EUR 27,567,000 in 2025, were in line with the previous year, due to the decrease in commissions from factoring activities, offset by the increase in pawn credit commissions as a result of a higher number of auctions in the period.

In 2025, the Banca Sistema Group also recorded revenues from the purchase and subsequent realisation of so-called Superbonus tax credits held for trading purposes in the amount of EUR 28,468,000.

In 2025, net interest and other banking income amounted to about EUR 170,839,000, an increase of about 41% over the previous year.

Staff expenses were slightly up on the previous year (about +3.5%). More specifically, the fixed remuneration component of personnel costs increased due to the revision of the banking contract applied to a large part of the staff and the increase in resources, whose average number increased from 315 to 361 due to the entry, as of November 2024, of 44 new resources from the Portuguese company Pignus – Credito Economico Popular, acquired by the subsidiary Kruso Kapital.

Administrative expenses increased by about 30%, mainly due to costs related to business development and compliance with new regulations.

The 2025 financial year ended with a profit for the period attributable to the parent company, which increased by 15.3% compared to the 2024 financial year, and amounted to EUR 29,042,000.

For more information on the Banca Sistema Group’s consolidated capital position, see the “Capital Suitability” section in the 2025 Annual Financial Report, on pages 52–54.

Statement of consolidated comprehensive income
Items (in thousands of Euros)	31 December 2024	31 December 2025
Profit / (Loss) for the financial year	25,199	29,042
Other income components net of taxes without reversal to the income statement:	–	–
Tangible assets	6,483	2,549
Defined Benefit Plans	–234	191
Other income components net of taxes with reversal to the income statement:	–	–
Financial assets (different from equity instruments) at fair value through other comprehensive income	10,216	6,205
Total other income components net of taxes	16,465	8,945
Comprehensive income (Item 10+170)	41,664	37,987
Consolidated comprehensive income attributable to non-controlling interests	–	–
Consolidated comprehensive income attributable to the Parent Company	41,664	37,987

Change in shareholders' equity as at 31 December 25	Existence as at 31/12/2024	Change to opening balances	Existence as at 1/1/2025	Allocation of previous financial year result	Changes in the financial year
						Transactions on shareholders' equity
Items (in thousands of euros)	Items (in thousands of euros)	Changes in reserves	Issuing new shares	Purchase of treasury shares	Extraordinary dividend distribution	Change in equity instruments on treasury shares	Stock options	Changes in shareholdings	Comprehensive income as at 31/12/2025	Shareholders' equity as at 31/12/2025	Shareholders' equity attributable to non-controlling interests as at 31/12/2025
Share capital:	-	-	-	-	-	-	-	-	-	-	-	-	-
a) ordinary shares	9,651	-	9,651	-	-	-	-	-	-	-	-	9,651	-
b) other shares	-	-	-	-	-	-	-	-	-	-	-	-	-
Issue surcharges	39,100	-	39,100	-	-	-	-	-	-	-	-	39,100	-
Reserves	176,640	-	176,640	25,199	-	-3,014	-	-	-	-	-	198,825	-
a) of profits	176,542	-	176,542	25,199	-	-692	-	-	-	-	-	201,049	-
b) other	98	-	98	-	-	-2,322	-	-	-	-	-	-2,224	-
Valuation reserves	4,112	-	4,112	-	-	-	-	-	-	-	8,945	13,057	-
Equity instruments	45,500	-	45,500	-	-	-	-	-	-	-	-	45,500	-
Treasury shares	-102	-	-102	-	-	-	102	-	-	-	-	-	-
Profit / (Loss) for the financial year	25,199	-	25,199	-25,199	-	-	-	-	-	-	29,042	29,042	-
Group shareholders' equity	300,100	-	300,100	-	-	-3,014	-	102	-	-	37,987	335,175	-
Shareholders' equity attributable to non-controlling interests	14,577	-	14,577	-	-	-	-	-	-	2,586	-	-	17,163

Change in shareholders' equity as at 31 December 24	Existence as at 31/12/2023	Change to opening balances	Existence as at 1/1/2024	Allocation of previous financial year result	Changes in the financial year
						Transactions on shareholders' equity		Change in reserves		Change in equity instruments on treasury shares		Change in shareholdings		Comprehensive income as at 31/12/2024
				Reserves	Dividends and other allocations	Changes in reserves	Issuing new shares	Purchase of treasury shares	Extraordinary dividend distribution	Change in equity instruments on treasury shares	Stock options	Changes in shareholdings	Shareholders' equity as at 31/12/2024	Shareholders' equity attributable to non-controlling interests as at 31/12/2024
Items (in thousands of euros)
Share capital:	-	-	-	-	-	-	-	-	-	-	-	-	-	-
a) ordinary shares	9,651	-	9,651	-	-	-	-	-	-	-	-	-	9,651	-
b) other shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Issue surcharges	39,100	-	39,100	-	-	-	-	-	-	-	-	-	39,100	-
Reserves	168,667	-	168,667	11,282	-	-3,309	-	-	-	-	-	-	176,640	-
a) of profits	167,361	-	167,361	11,282	-	-2,101	-	-	-	-	-	-	176,542	-
b) other	1,306	-	1,306	-	-	-1,208	-	-	-	-	-	-	98	-
Valuation reserves	-12,353	-	-12,353	-	-	-	-	-	-	-	-	16,465	4,112	-
Equity instruments	45,500	-	45,500	-	-	-	-	-	-	-	-	-	45,500	-
Treasury shares	-355	-	-355	-	-	-	-	253	-	-	-	-	-102	-
Profit / (Loss) for the financial year	16,506	-	16,506	-11,282	-5,224	-	-	-	-	-	-	25,199	25,199	-
Group shareholders' equity	266,716	-	266,716	-	-5,224	-3,309	-	253	-	-	-	41,664	300,100	-
Shareholders' equity attributable to non-controlling interests	10,633	-	10,633	-	-	-	-	-	-	-	3,944	-	-	14,577

| Consolidated statement of cash flows (indirect method)
Items (in thousands of euros) | 31 December 24 | 31 December 25 |
| --- | --- | --- |
| A. OPERATING ACTIVITY | | |
| 1. Operation | 98,590 | 163,054 |
| Result for the period (+/-) | 25,199 | 29,042 |
| Capital gains/losses on financial assets held for trading and other financial assets/liabilities at fair value through income statement (-/+) | - | - |
| Capital gains/losses on hedging activities (+/-) | - | - |
| Net value adjustments/write-backs for credit risk (+/-) | 911 | 10,298 |
| Net value adjustments/write-backs on tangible and intangible fixed assets (+/-) | 3,301 | 4,492 |
| Net provisioning for provisions for risks and charges and other costs / revenues (+/-) | 3,425 | 7,463 |
| Unpaid taxes, fees and tax credits (+/-) | 7,094 | 17,589 |
| Other adjustments (+/-) | 58,660 | 94,170 |
| 2. Cash generated by/absorbed in financial assets | -253,893 | 335,845 |
| Financial assets held for trading | - | -60 |
| Financial assets designated at fair value | - | - |
| Other financial assets required to be measured at fair value | - | -1,561 |
| Financial assets at fair value through other comprehensive income | -554,730 | -30,184 |
| Financial assets measured at amortised cost | 534,791 | 252,590 |
| Other assets | -233,954 | 115,060 |
| 3. Cash generated by/absorbed in financial liabilities | 18,807 | -497,048 |
| Financial liabilities measured at amortised cost | -7,054 | -464,885 |
| Financial liabilities from trading | - | -11,616 |
| Financial liabilities designated at fair value | - | 6,726 |
| Other liabilities | 25,861 | -27,273 |
| Net cash generated by/absorbed in operating activity | -136,496 | 1,851 |
| B. INVESTMENT ACTIVITIES | | |
| 1. Cash generated by | - | -182 |
| Shareholdings sale | - | - |
| Dividends received on shareholdings | - | - |
| Sales of tangible assets | - | - |
| Sales of intangible assets | - | -182 |
| Purchases of subsidiaries and/or business units | - | - |
| 2. Cash absorbed by | -15,592 | -7,417 |
| Purchases of shareholdings | - | - |
| Purchases of tangible assets | -4,156 | -6,891 |
| Purchases of intangible assets | -861 | -526 |
| Purchases of subsidiaries and/or business units | -10,575 | - |
| Net cash generated by/absorbed in investment activity | -15,592 | -7,599 |
| C. FUNDING ACTIVITY | | |
| Issuance/purchase of treasury shares | 253 | 102 |
| Issuance/purchase of equity instruments | - | - |
| Dividend distribution and other purposes | -5,224 | - |
| Net cash generated by/absorbed in funding activity | -4,971 | 102 |
| NET CASH GENERATED/ABSORBED IN THE FINANCIAL YEAR | -157,059 | -5,646 |

Related party transactions

As at 31 December 2025, the consolidated balance sheet of the Banca Sistema Group includes assets and liabilities towards related parties, with a limited impact on the respective balance sheet items.

More specifically, receivables from directors, members of the board of statutory auditors and key managers as of 31 December 2025 amounted to about EUR 309,000 and receivables from other related parties totalled about EUR 20,096,000, accounting for about 0.8% of total loans to customers as of the same date. For the sake of completeness, it should be noted that the "Other Assets" item in the consolidated balance sheet included about EUR 53,000 referable to related parties of the Banca Sistema Group.

Amounts payable to directors, members of the board of statutory auditors and key managers as of 31 December 2025 amounted to about EUR 1,747,000 and amounts payable to other related parties totalled about EUR 52,247,000, accounting for about 1.6% of total amounts due to customers as of the same date.

Guarantees related to existing financing agreements

As part of the wholesale funding business, reverse repurchase agreements totalling about EUR 828 million were made, of which about EUR 810 million were with customers and about EUR 18 million with banks. As stated in the 2025 Annual Financial Report, to which reference should be made for more information, the Banca Sistema Group’s passive repurchase agreements have Italian government bonds as their underlying assets. More specifically, in the 2025 Annual Financial Report, the Banca Sistema Group indicates assets pledged as collateral for its liabilities and commitments totalling about EUR 1,175 million, of which about EUR 769 million are financial assets measured at fair value through other comprehensive income, and about EUR 406 million are financial assets measured at amortised cost.

B.3 INTERMEDIARIES

UniCredit Bank GmbH, Milan branch, with registered office in Milan, Piazza Gae Aulenti No. 4, registered in the Register of Banks under no. ABI 03081.7, registration number in the Milan Monza Brianza Lodi Companies Register 09144100154, has been appointed by the Offeror as the intermediary in charge of coordinating the collection of acceptances of the Offer (the “Intermediary in Charge of Coordinating the Collection of Acceptances”).

The intermediaries responsible for collecting the Acceptance Forms and authorised to sign and deliver them (the “Intermediaries in Charge”) are the following:

(i) UniCredit Bank GmbH, Milan Branch;
(ii) Banca Monte dei Paschi di Siena S.p.A;
(iii) BNP Paribas, Italian Branch;
(iv) Intermonte SIM S.p.A.

The Acceptance Forms may also be delivered to the Intermediaries in Charge through any depositary intermediary (such as banks, SIMs, investment companies, stockbrokers) authorised to provide financial services and members of the centralised management system of Monte Titoli S.p.A. (the “Depositary Intermediaries”), in accordance with the terms specified in Section F, Paragraph F.1.2, of the Offer Document.

The Intermediaries in Charge or the Depositary Intermediaries will verify that the Acceptance Forms and the relevant Shares subject to the Offer are correct and consistent with the terms and conditions of the Offer and will pay the Consideration in accordance with Section F, Paragraphs F.5 and F.6, of the Offer Document.

On the Payment Date or, where applicable, on the payment date of the Sell Out Procedure under Article 108, paragraph 1, of TUF, the Intermediary in Charge of Coordinating the Collection of Acceptances will transfer the tendered Shares subject to the Offer to a securities account in the name of the Offeror.

The Offer Document and related annexes, the Acceptance Form and the documents listed in Section N of the Offer Document are available at the registered offices of the Intermediary in Charge of Coordinating the Collection of Acceptances, the Intermediaries in Charge, the Offeror and the Issuer.

B.4 Global Information Agent

Georgeson S.r.l., with registered office in Rome, Via Nizza No. 128, has been appointed by the Offeror as Global Information Agent for the purpose of providing information relating to the Offer to all shareholders of the Issuer. To this end, Global Information Agent has set up a dedicated email account [email protected], a toll-free number from Italy 800 189034, or alternatively a direct line 06 45229396 (from landlines, mobiles and abroad). These channels shall be available from Monday to Friday from 9:00 to 18:00 (Central European Time). The reference website of the Global Information Agent is www.georgeson.com/it.

C. CATEGORIES AND QUANTITIES OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER

C.1 CATEGORY OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND THEIR QUANTITIES

The Offer relates to a maximum number of 15,480,195 Issuer’s ordinary shares, representing approximately 19.249% of Banca Sistema’s share capital, corresponding to the whole of Banca Sistema Shares (80,421,052 Shares), after deduction of the 64,940,857 Issuer’s Shares already held by the Offeror as at the Offer Document Date, equal to approximately 80.751% of the relevant share capital and approximately 80.746% of the relevant voting rights (based on 80,425,652 voting rights).

The Offeror reserves the right to purchase Shares outside the Offer, subject to applicable regulations. Any purchases made outside of the Offer, according to the applicable legislation, will be disclosed to the market pursuant to Article 41(2)(c) of the Issuers’ Regulation. The Offer does not concern financial instruments other than Shares.

The Shares tendered to the Offer must be freely transferable to the Offeror and free from encumbrances of any kind and nature whatsoever, whether they be collateral, compulsory or sureties.

The Offer is addressed, indiscriminately and on equal terms, to all shareholders of the Issuer.

As at the Offer Document Date, insofar as it is known to the Offeror, the Issuer has not issued any bonds convertible into Shares and/or financial instruments granting voting rights, even limited to specific topics, in ordinary and extraordinary shareholders’ meetings of the Issuer, and/or other financial instruments which may grant third parties in the future rights to acquire Shares or, more simply, voting rights, even of a limited nature.

C.2 NOTICES OR APPLICATIONS FOR AUTHORISATION REQUIRED BY APPLICABLE LEGISLATION

The Offer’s launch requires no authorisation.

For the sake of completeness, it should also be noted that the Issuer’s Shareholders who, as a result of the acceptance of the Offer, will directly or indirectly hold a Qualified Shareholding in KK subject to prior authorisation pursuant to Articles 19 and 110 of the TUB, will be required to submit an application to the Bank of Italy, pursuant to Articles 19 and 110 of the TUB, in order to obtain the Qualified Shareholding Authorisation.

D. FINANCIAL INSTRUMENTS OF THE ISSUER OR HAVING AS UNDERLYING SUCH INSTRUMENTS HELD BY THE OFFEROR, INCLUDING THROUGH TRUST COMPANIES OR INTERPOSED PERSON

D.1 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE OFFEROR

As of the Offer Document Date, the Offeror holds 64,940,857 Shares, representing 80.751% of the share capital and, corresponding to approximately 80.746% of the relevant voting rights.

D.2 POSSIBLE CONTANGO AGREEMENTS (CONTRATTI DI RIPORTO), AGREEMENTS OF SECURITIES LENDING, AGREEMENTS ESTABLISHING USUFRUCT OR PLEDGE RIGHTS OVER THE ISSUER'S FINANCIAL INSTRUMENTS OR ANY OTHER AGREEMENTS HAVING AS THEIR UNDERLYING SUCH FINANCIAL INSTRUMENTS

As at the Offer Document Date, to the Offeror’s knowledge, the Persons Acting in Concert have not entered into any contagion agreements (contratti di riporto), agreements of securities lending, agreements establishing usufruct or pledge rights over the Shares nor have entered into any other commitments having as their underlying the Banca Sistema Shares (such as, but not limited to, options, futures, swaps, forward agreements on such financial instruments), either directly or through trust companies or interposed person or subsidiaries.

D.3 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE PERSONS ACTING IN CONCERT

As at the Offer Document Date, the Persons Acting in Concert with the Offeror do not hold, directly or through subsidiaries, trust companies or interposed person, any Shares or any other financial instruments issued by the Issuer or having as their underlying such instruments.

E. UNIT CONSIDERATION FOR FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION

E.1 INDICATION OF THE UNIT CONSIDERATION AND ITS DETERMINATION

CF+ will pay a consideration amounting to EUR 1.89 for each Share tendered to the Offer, composed as follows:

(a) EUR 1.432 in cash (the "Cash Consideration"); and

(b) EUR 0.458 (the "Consideration in KK Shares" and, together with the Cash Consideration, the "Consideration") through the allocation of a maximum of 23 shares of Kruso Kapital S.p.A., a company with shares admitted to trading on the Euronext Growth Milan multilateral trading facility organised and managed by Borsa Italiana (the "Relevant Subsidiary" or "KK"), after the stock split of the outstanding shares of KK on the basis of the ratio 1:98, for each Share tendered to the Offer, with the provision of an alternative cash payment of the same amount (EUR 0.458) to be chosen by the offerees within the Offer. It is understood that, if Borsa Italiana has already decided to start trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date (as defined below), the Consideration in KK Shares shall be paid in any event by means of the allotment of KK shares (without prejudice to the following). According to KK's announcement on 3 March 2026, KK's Board of Directors, on the same date, resolved to start the preliminary activities for the process of translating KK's shares from the Euronext Growth Milan multilateral trading facility to the Euronext Milan regulated market. On 22 April 2026, the KK shareholders' meeting resolved to approve the plan for the listing and trading of KK's ordinary shares on Euronext Milan, with the simultaneous delisting of those shares from Euronext Growth Milan. For the sake of completeness, it should be noted that KK's shareholders' meeting called to resolve on the proposed stock split of the KK shares was held on 22 April 2026. The stock split, if approved by KK's shareholders' meeting, will be implemented on a date to be determined by KK's board of directors in accordance with Borsa Italiana's schedule, taking into account the timing related to the Offer, the payment of the deferred consideration of the VTO and the translating project, as well as the time necessary to the resolution.

For the purpose of the payment of the Consideration in KK Shares, the Offeror will only use the 17,371,795 KK Shares held as of today's date by Banca Sistema, equal to approximately 70.59% of the relevant share capital, less the KK shares to be allocated to the payment of the deferred VTO consideration (overall, for the purposes of the deferred consideration for the VTO and the Consideration in KK Shares for the Offer, compared to the 17,371,795 KK shares held on today's date by Banca Sistema, only for the purposes of rounding—up the transaction¹¹, the Offeror shall use a maximum of 1,694,882,246 KK shares after the stock split, corresponding to approximately 17,294,717 KK shares before the stock split).

¹¹ "Rounding up the transaction" means that, in order to enable the allocation of a whole number of KK shares to the Tendering Shareholders for the purposes of paying the deferred VTO consideration and the Consideration in KK Shares, the Offeror has not taken into account all the KK shares held by Banca Sistema as at the Offer Document Date (i.e. 17,371,795 KK shares before the stock split), but only a portion thereof (i.e. approximately 17,294,717 KK shares before the stock split).

It should be noted that, taking into account the prior allocation of 23 KK shares to the VTO tendering shareholders for each Banca Sistema share tendered (i.e. a total of 1,493,639,711 KK shares after the stock split, corresponding to approximately 15,241,222 KK shares before the stock split), for the purposes of the payment of the Consideration in KK Shares within the Offer, a maximum of 201,242,535 KK shares after the stock split shall be used, corresponding to approximately 2,053,495 KK shares before the stock split. Therefore, (i) up to an Offer acceptance level equal to approximately 58.643% of the Shares subject to the Offer, the Offeror will proceed to pay the Consideration in KK Shares through the allocation of 23 KK shares, after the stock split of the KK outstanding shares based on a 1:98 ratio, for each Share tendered to the Offer; (ii) for acceptance levels higher than approximately 58.643% of the Shares subject to the Offer, the Offeror - considering the Shares tendered to the VTO - cannot allocate all 23 KK shares to each Offer tendering shareholder and, therefore, in such a case, will make the payment of the Consideration in KK Shares (a) in part through the allocation of KK shares (at least 13 KK shares) in proportion to the total number of KK shares owned by Banca Sistema on the Payment Date, and taking into account the received acceptance level; and (b) partly in cash, through the payment to the Company's Offer tendering shareholders of the amount of EUR 0.0199 in cash for each KK share not allocated after the stock split. In light of the above, for the sake of completeness, it should be noted that in the event of a 100% acceptance rate of the Offer for the Shares subject to the Offer, the Offeror will proceed to pay the Consideration in KK Shares (a) in part through the allocation of 13 KK shares after the stock split; and (b) in part in cash, by paying the Company's Offer tendering shareholders the amount of EUR 0.0199 in cash for each of the 10 KK shares, after the stock split, that are not allocated (i.e., EUR 0.199 for each Banca Sistema share tendered to the Offer).

In order to proceed with the payment of the Consideration in KK Shares to Offer tendering shareholders by the Payment Date:

the KK shareholders' meeting called to vote on the proposed KK share stock split was held on 22 April 2026. The stock split, approved by KK's shareholders' meeting, will be implemented on a date to be determined by KK's board of directors in accordance with Borsa Italiana's schedule;

once the 1:98 KK stock split has been completed and the total number of shares to be allocated to the shareholders accepting the Offer has been determined, based on a ratio of a maximum of 23 KK shares for each Banca Sistema Share effectively tendered in the Offer, the Offeror, in order to directly obtain the KK shares to be allocated to the Tendering Shareholders as Consideration in KK Shares, intends to purchase from Banca Sistema the required number of shares to be allocated to the parties accepting the Offer for a consideration equal to their market value (i.e., the average over the last 3 months), as soon as possible after the stock split is completed.

For the sake of completeness, please note that following the completion of the VTO, as the Offeror has become the holder of a shareholding in Banca Sistema's share capital exceeding 33%, a relevant event occurred under the KK Shareholders' Agreement (as defined below) and, therefore, Fondazione Cassa di Risparmio di Alessandria, Fondazione Cassa di Risparmio di Cuneo and Fondazione Pisa (the "Foundations" and each, individually, a "Foundation") - as of 6 March 2026 - were entitled to exercise the call option for the KK shares provided for by the shareholders' agreement executed between the Foundations and Banca Sistema in relation to KK (the "KK Shareholders' Agreement"). As at the Offer Document Date, the 15-business day period for the exercise of the aforementioned call option has elapsed, without any Foundation having exercised it. Therefore, the Consideration in KK Shares cannot be lower than the EUR 0.458, since the reduction of the Consideration in KK Shares, in the event of the Foundations exercising their option, described in the Notice, does not apply. In this regard, for the sake of completeness, it should be noted that on 10 April 2026, KK announced the consensual termination of the KK Shareholders' Agreement.

The Consideration has been determined on the assumption that, prior to the Payment Date, including the payment date following the Reopening of the Terms:

If, prior to the Payment Date, even following the Reopening of the Terms, the Issuer pays a dividend (including an interim dividend) and/or distributes reserves to its shareholders, or in

any case the coupon relating to dividends approved but not yet paid is detached from the Shares, the Consideration shall be adjusted downwards to take into account the dividend distributed (or the related interim dividend) or the reserve distributed.

Given the mandatory nature of the Offer and taking into account the structure of the transaction giving rise to the obligation to launch the Offer, the Consideration has been set in accordance with the provisions of Article 106, paragraph 2, of the TUF, pursuant to which the offer must be launched at a price no lower than the highest price paid by the offeror and persons acting in concert for purchases of ordinary shares of the issuer in the twelve months preceding the date of the notice referred to in Article 102, paragraph 1, of the TUF. As a matter of fact, the Consideration coincides with the maximum unit price paid by the Offeror for each Banca Sistema Share tendered to the VTO.

The Consideration, consisting of the Cash Consideration and the Consideration in KK Shares, comprises: (i) a discount of approximately 3.77% of the Shares official price on 27 June 2025, the last trading day prior to the VTO Announcement Date (the "VTO Reference Date"); and (ii) a premium of approximately 7.64% of the Shares official price on 5 March 2026, the last trading day prior to the Offer Announcement Date (the "Reference Date").

It is noted that, when setting the Consideration, the Offeror did not make use of appraisals prepared by independent parties to assess the fairness thereof or any specific valuation reports.

E.2 INDICATION OF THE TOTAL COUNTER-VALUE OF THE OFFER

In the event of full acceptance of the Offer by all Shareholders, the total Maximum Disbursement for the Offer, calculated on the basis of the Consideration of EUR 1.89 per Share, will amount to a total of EUR 29,257,569. It should be noted that the Maximum Disbursement may be reduced depending on the number of Shares subject to the Offer acquired by the Offeror outside the Offer itself and/or by the Persons Acting in Concert.

E.3 COMPARISON OF THE CONSIDERATION WITH CERTAIN INDICATORS

The following table shows the main indicators provided at consolidated level for the last two financial years of the Banca Sistema Group.

| Indicators
(in euros, unless otherwise indicated) | 31 December 2024 | 31 December 2025 |
| --- | --- | --- |
| Last official price as at 5 March 2026 (P) | 1.76 | 1.76 |
| Total Shares (#) | 80,421,052 | 80,421,052 |
| Treasury Shares (#) | 51,269 | 0 |
| Total Shares net of treasury shares (#) | 80,369,783 | 80,421,052 |

Consolidated net profit (E) (1)	26,522,000	31,623,000
Earnings per share (EPS)	0.33	0.39
Dividends or distributions	5,224,036	0
DPS (Dividends per share)	0.07	0.00
Book value (BV) (2)	269,177,000	306,838,000
Book value per share	3.35	3.82
Intangible assets (3)	47,233,000	34,116,000
Tangible book value (TBV) (4)	221,944,000	272,722,000
Tangible book value per share	2.76	3.39
Price/Economic result (P/E)	5.33x	4.48x
Price/Book value (P/BV)	0.53x	0.46x
Price/Tangible book value (P/BV)	0.64x	0.52x

Source: Banca Sistema Financial statements for the year ended 31 December 2025
(1) For the sake of completeness, the net profit for the year attributable to the parent company (net of the result attributable to non-controlling interests (EUR -2,581,000 in 2025)) and normalised for the impact of the VTO completion (EUR 13,299,000 in 2025) would amount to approximately EUR 42.3 million).
(2) Book Value, excluding AT1.
(3) Intangible assets adjusted due to impairment of KK's goodwill in the amount of EUR 13,299,000.
(4) Defined as the difference between book value (BV) and intangible assets.

It should be noted that the Price/Cash Flow, Enterprise Value/Revenues, Enterprise Value/EBITDA and Enterprise Value/EBIT multipliers – commonly used in the valuation of industrial sectors – have not been represented or considered for valuation purposes as they are not significant given the sector, business model and economic and financial profile of the Offeror and the Issuer.

The following table shows the main price multipliers such as earnings per share (EPS), book value per share and tangible book value per share, calculated on the basis of the Consideration of EUR 1.89.

Indicators (in euros)	31 December 2024	31 December 2025
Earnings per share (EPS)	0.33	0.39
Book value per share	3.35	3.82
Tangible book value per share	2.76	3.39
Offer Consideration / EPS	5.73x	4.81x
Offer Consideration / Book value per share	0.56x	0.50x
Offer Consideration / Tangible book value per share	0.68x	0.56x

Source: Banca Sistema Financial statements for the year ended 31 December 2025

The following tables show the main price multiples (as at 5 March 2026, the last Trading Day before the Offer Announcement Date) such as price-to-earnings ratio (P/E), price per book value per share (P/BV) and price per tangible book value per share (P/TBV) compared with the aggregate average and median data of the commercial and specialised banks considered for the last few years prior to the Offer.

Considered Commercial Banks	P/E		P/BV		P/TBV
	31.12.2024	31.12.2025	31.12.2024	31.12.2025	31.12.2024	31.12.2025
Intesa Sanpaolo	10.90x	9.58x	1.45x	1.45x	1.71x	1.64x
Unicredit	11.28x	9.68x	1.66x	1.53x	0.14x	0.12x
Banco BPM	9.15x	8.43x	1.20x	1.13x	0.60x	0.65x
BPER	11.54x	12.06x	1.39x	0.95x	0.71x	0.70x
MPS	4.70x	8.24x	0.80x	0.33x	0.58x	0.65x
Credem	8.05x	8.05x	1.16x	1.07x	0.48x	0.44x
Commercial banks average	9.27x	9.34x	1.28x	1.08x	0.70x	0.70x
Commercial banks median	10.03x	9.01x	1.30x	1.10x	0.59x	0.65x
Banca Sistema (1)	5.73x	3.38x	0.56x	0.47x	0.68x	0.56x

Source: LSEG Workspace as of 5 March 2026.
(1) Price calculated on the basis of the Consideration of EUR 1.89. Book value (BV) excluding AT1.

Considered Specialised Banks	P/E		P/BV		P/TBV
	31.12.2024	31.12.2025	31.12.2024	31.12.2025	31.12.2024	31.12.2025
Banca Ifis	7.63x	3.74x	0.70x	0.57x	0.17x	0.14x
BFF	2.99x	9.13x	0.74x	0.69x	1.27x	1.17x
Generalfinance (1)	16.23x	11.91x	4.28x	3.48x	0.87x	0.71x
Specialised banks average	8.95x	8.26x	1.91x	1.58x	0.77x	0.67x
Specialised banks median	7.63x	9.13x	0.74x	0.69x	0.87x	0.71x
Banca Sistema (2)	5.73x	3.38x	0.56x	0.47x	0.68x	0.56x

Source: LSEG Workspace as of 5 March 2026.
(1) It should be noted that General Finance is a financial intermediary pursuant to Article 106 of the TUB.
(2) Price calculated on the basis of the Consideration of EUR 1.89. Book value (BV) excluding AT1.

It should be noted that the Issuer's main price multipliers, calculated on the basis of the Consideration of EUR 1.89, are:

above the median of the commercial banks sample, with reference to the TBV 2024 multiple;
below the average and median of the commercial bank sample, with reference to the 2024 and 2025 P/E, 2024 and 2025 P/BV, and 2025 P/TBV multiples;
below than the average and median of the specialised banks sample, with reference to the 2024 and 2025 P/E, 2024 and 2025 P/BV, 2024 and 2025 P/TBV multiples.

E.4 MONTHLY WEIGHTED AVERAGE OF THE LISTINGS RECORDED BY THE ISSUER'S SHARES DURING THE TWELVE MONTHS PRIOR TO THE OFFER

The table below shows the monthly weighted arithmetic mean of the official prices recorded by Banca Sistema shares, subject to the Offer, for each of the twelve months prior to the Announcement Date, compared with the Consideration of EUR 1.89.

Month	Weighted average price per Share (in euros)	Difference between the Consideration and the average price per Share (in euros)	Difference between the Consideration and average price per Share (as % of average price)
1 – 5 March 2026	1.71	0.18	10.44%
Feb-26	1.65	0.24	14.88%
Jan-26	1.69	0.20	11.89%
Dec-25	1.68	0.21	12.71%
Nov-25	1.66	0.23	13.64%
Oct-25	1.57	0.32	20.48%
Sep-25	1.61	0.28	17.36%
Aug-25	1.73	0.16	9.42%
Jul-25	1.79	0.10	5.62%
Jun-25	1.80	0.09	4.94%
May-25	1.66	0.23	14.15%
Apr-25	1.50	0.39	26.03%
6 – 31 March 2025	1.75	0.14	8.28%
Last 12 months	1.69	0.20	11.96%

Source: LSEG Workspace as of 18 March 2026.

The chart below shows the performance of the Banca Sistema shares during the same reference period, i.e. March 2025 – March 2026.

Source: LSEG Workspace as of 18 March 2026.

The table below shows a comparison between the Consideration of EUR 1.89 and the official price of the security compared to the last recording prior to the Reference Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the Reference Date.

Month	Weighted average price per Share (in euros)	Difference between the Consideration and the average price per Share (in euros)	Difference between the Consideration and average price per Share (as % of average price)
5 March 2026	1.76	0.13	7.64%
1-month price average	1.66	0.23	13.74%
3-month price average	1.67	0.22	13.09%
6-month price average	1.65	0.24	14.87%
12-month price average	1.69	0.20	11.96%

Source: LSEG Workspace as of 5 March 2026.

The table below shows a comparison between the Cash Consideration of EUR 1.432 and the official price of the security compared to the last recording prior to the Reference Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the Reference Date.

Month	Weighted average price per Share (in euros)	Difference between the Cash Consideration and the average price per Share (in euros)	Difference between the Cash Consideration and average price per Share (as % of average price)
5 March 2026	1.76	-0.32	-18.44%
1-month price average	1.66	-0.23	-13.82%
3-month price average	1.67	-0.24	-14.32%
6-month price average	1.65	-0.21	-12.97%
12-month price average	1.69	-0.26	-15.17%

Source: LSEG Workspace as of 5 March 2026.

The official price of the Shares at the close of 30 April 2026, the last Trading Day prior to the Offer Document Date, is approximately EUR 1.67 (Source: Bloomberg as at 30 April 2026).

E.5 INDICATION, IF KNOWN, OF THE VALUES ATTRIBUTED TO THE ISSUER'S FINANCIAL INSTRUMENTS ON THE OCCASION OF FINANCIAL TRANSACTIONS CARRIED OUT IN THE LAST FINANCIAL YEAR AND IN THE CURRENT FINANCIAL YEAR (SUCH AS MERGERS AND DEMERGERS, CAPITAL INCREASES, PUBLIC OFFERS, ISSUANCE OF WARRANTS, SIGNIFICANT PACKAGE TRANSFERS)

To the best of the Offeror’s knowledge, during the financial year ended 31 December 2025 and in the current financial year, the Issuer did not enter into any financial transactions that resulted in a valuation of the Shares, except for the VTO.

E.6 INDICATION OF THE VALUES AT WHICH, OVER THE PAST TWELVE MONTHS, PURCHASE AND SALE TRANSACTIONS HAVE BEEN CARRIED OUT BY THE OFFEROR IN RESPECT OF THE FINANCIAL INSTRUMENTS THAT ARE THE SUBJECT OF THE OFFER, SPECIFYING THE NUMBER OF TRANSACTIONS AND FINANCIAL INSTRUMENTS PURCHASED AND SOLD

In the last twelve months, being the twelve months preceding the Offer Document Date, the Offeror and (to the best of the Offeror’s knowledge) the Persons Acting in Concert with the Offeror, have not entered into any transactions for the purchase and/or sale of shares of the Issuer, except for the purchases made within the VTO.

F. PROCEDURES AND TERMS OF ACCEPTANCE OF THE OFFER, DATES AND PROCEDURES FOR THE PAYMENT OF THE CONSIDERATION AND THE RETURN OF THE SECURITIES SUBJECT TO THE OFFER

F.1 PROCEDURES AND TERMS SET FOR THE ACCEPTANCE OF THE OFFER AND FOR THE DEPOSIT OF THE FINANCIAL INSTRUMENTS

F.1.1 Tender Period

The Tender Period, agreed with Borsa Italiana pursuant to Article 40, paragraph 2, of the Issuers' Regulations, shall begin on 11 May 2026 and end on 12 June 2026 (such dates being included), unless the Tender Period is extended.

The Offer acceptance may take place on each Trading Day during the Tender Period between 8.30 a.m. and 5.30 p.m.

The Offeror shall notify any changes to the Offer in accordance with the applicable laws and regulations. Should the Offeror exercise the right to make amendments to the Offer on the last available day (i.e., the day preceding the scheduled closing date of the Tender Period), the closing of the Tender Period may not occur earlier than 3 (three) Trading Days from the date of publication of the amendments made in accordance with applicable laws and regulations.

Within the Trading Day following the Payment Date, the Reopening of the Terms will take place and the Tender Period will be reopened for 5 (five) Trading Days starting from the Trading Day following the Payment Date and, therefore, for the sessions of 23, 24, 25, 26 and 29 June 2026, unless the Tender Period is extended, if the Offeror, upon publication of the Notice of the Offer Final Results (see Section F, Paragraph F.3 of the Offer Document) notifies it has acquired at least half of the Shares subject to the Offer, pursuant to Article 40-bis, paragraph 1, letter b). no. 2) of the Issuers' Regulation.

However, under Article 40-bis, paragraph 3 of the Issuers' Regulation, the Reopening of the Terms, if any, will not take place if:

(i) the Offeror, at least 5 (five) Trading Days before the end of the Tender Period, announces to the market that it has acquired at least half of the Shares Subject to the Offer;

(iii) the Shares are subject to one or more competing offers.

In the event of any Reopening of the Terms, the Consideration shall remain unchanged.

F.1.2 Acceptance procedure and deposit of the Issuer's Shares

Acceptances during the Tender Period or in the Reopening of the Terms, if any, by the holders of the Shares (or the representative having the powers) are irrevocable, with the consequence that, following the acceptance of the Offer, it will not be possible to transfer or enter into other deeds of disposal of the Shares themselves for the entire period in which they remain bound to the service of the Offer (except for the cases of revocation permitted by applicable laws and regulations to accept competing offers, pursuant to article 44 of the Issuers' Regulations).

Acceptance to the Offer must be made by signing and delivering to an Intermediary in Charge a specific tender form (the "Acceptance Form"), duly filled in, with simultaneous deposit of the Shares with said Intermediary in Charge. The Issuer's shareholders intending to accept to the Offer may also deliver the Acceptance Form and deposit the Shares indicated therein with the Depositary Intermediaries, provided that delivery and deposit are made in sufficient time to enable the Depositary Intermediaries to deposit the Shares with the Intermediary in Charge by and no later than the last day of the Tender Period, or, where applicable, by the last day of any Reopening of the Terms.

The Shares are subject to the securities dematerialisation regime provided for by Articles 83-bis et seq. of the TUF, as subsequently amended and supplemented.

Those wishing to tender their Shares to the Offer must be holders of the Shares in dematerialised form, duly registered in a securities account with one of the Depositary Intermediaries, and must apply to their respective intermediaries for appropriate instructions in order to accept the Offer.

The subscription of the Acceptance Form, therefore, in view of the aforementioned regime of dematerialisation of the securities, will also be valid as an irrevocable instruction given by the individual holder of Shares to the Intermediary in Charge or to the relevant Custodian Intermediary, with whom the Shares are deposited in a securities account, to transfer the aforesaid Shares into escrow accounts with said intermediaries, in favour of the Offeror.

Depositary Intermediaries, in their capacity as agents, must countersign the Acceptance Form. Shareholders bear the sole risk that the Depositary Intermediaries do not deliver the Acceptance Form and, if applicable, do not deposit the Shares tendered to the Offer with the Intermediary in Charge by the last valid day of the Tender Period or, where applicable, the Reopening of the Terms.

Upon acceptance to the Offer and the deposit of the Shares through the execution of the Acceptance Form, a mandate will be given to the Intermediaries in Charge and to the Depositary Intermediary, if any, to perform all the formalities necessary and preparatory to the transfer of the Shares to the Offeror, who will bear the relevant costs.

The Shares tendered to the Offer must be freely transferable to the Offeror and free from liens and encumbrances of any kind and nature, whether real, obligatory or personal.

Throughout the period during which the Shares will be bound by the Offer and, therefore, until the Payment Date, or, in the event of a Reopening of the Terms, the Payment Date following the Reopening of the Terms, if any, the Tendering Shareholders to the Offer may exercise the equity rights (e.g. option right) and social rights (such as the right to vote) relating to the Shares, which will remain in the ownership of the same Tendering Shareholders.

Acceptances to the Offer during the Tender Period or the Reopening of the Terms by minors or persons entrusted to guardians or curators, in accordance with the applicable provisions of law, signed by the person exercising parental authority, guardianship or curatorship, if not accompanied by the authorisation of the guardian judge, shall be accepted with reservation and shall not be counted for the purpose of determining the percentage of acceptance to the Offer and their payment shall be made only after the authorisation has been obtained.

Only Shares that are, at the time of acceptance of the Offer, duly registered and available in a securities account of the Tendering Shareholder to the Offer and opened by the latter with an intermediary adhering to the centralised management system at Monte Titoli S.p.A. may be tendered to the Offer. More specifically, the Shares deriving from purchase transactions carried out on the market may be tendered to the Offer only after the settlement of such transactions within the settlement system.

F.2 INFORMATION CONCERNING THE OWNERSHIP AND EXERCISE OF THE ADMINISTRATIVE AND EQUITY RIGHTS ATTACHED TO THE FINANCIAL INSTRUMENTS THAT ARE SUBJECT TO THE OFFER, PENDING THE OFFER

The Shares covered by the Offer acceptance during the Tender Period will be transferred to the Offeror on the Payment Date.

Throughout the period during which the Shares will be bound by the Offer and, therefore, since the starting date of the Tender Period until the Payment Date (or, in the event of a Reopening of the Terms, until the Payment Date following the Reopening of the Terms), the Tendering Shareholders may exercise all the equity and administrative rights relating to the Shares, but may not transfer the Shares, in whole or in part, or, in any event, make any deed of disposal (including pledges or other encumbrances or liens) pertaining to the Shares. Shareholders who/which have accepted the Offer may not transfer their Shares, other than by accepting any competing offers or raises pursuant to Article 44 of the Issuers' Regulations.

No interest will be paid on the Consideration between the date of Offer acceptance and the Payment Date.

F.3 NOTICES RELATING TO THE TREND AND RESULT OF THE OFFER

During the Tender Period or the period of the Reopening of the Terms, if any, the Intermediary in Charge of Coordinating the Collection of Acceptances will communicate on a daily basis to Borsa Italiana, pursuant to article 41, paragraph 2, letter d), of the Issuers' Regulations, the data relating to the acceptances received on a daily basis and to the total Shares tendered to the Offer, as well as the percentage that such quantities represent with respect to the Shares subject to the Offer.

Borsa Italiana shall, within the day following such communication, publish the data by means of a specific notice.

Furthermore, if the Offeror or the Persons Acting in Concert purchase, directly and/or indirectly, further Shares outside of the Offer, pursuant to applicable regulations, the Offeror or the Persons Acting in Concert will notify CONSOB and the market within the day in accordance with Article 41, paragraph 2, letter c), of the Italian Issuers' Regulations.

The Offeror shall announce the provisional results of the Offer by the evening of the last day of the Tender Period and no later than by 7.29 a.m. of the 1st first Trading Day after the end of the Tender Period, by issuing a Notice of the Offer Provisional Results.

Upon publication of the Notice of the Offer Provisional Results, the Offeror will announce: (i) whether the conditions for the Reopening of the Terms have been met; (ii) whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met,

and shall provide (iii) information on the methods and timing for the possible restoration of the free float.

The final results of the Offer will be announced by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers' Regulations, by 7.29 a.m. on the Trading Day preceding the Payment Date, by means of the publication of the Notice of the Offer Final Results.

Upon publication of the Notice of the Offer Final Results, the Offeror shall (i) confirm (a) whether the conditions for the Reopening of the Terms have been met; and (b) Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and shall provide (iii) information on the methods and timing for the possible restoration of the free float.

If the Reopening of the Terms applies:

(i) the provisional results of the Offer following the Reopening of the Terms, if any, will be communicated to the market by the evening of the last day of the Reopening of the Terms (if any) (i.e., by 29 June 2026, unless the Tender Period is extended) and in any event not later than 7.29 a.m. on the first Trading Day following the end of the Reopening of the Terms (if any) (i.e., by 30 June 2026, unless the Tender Period is extended); Upon publication of the Notice of the Offer Provisional Results following the Reopening of the Terms, the Offeror shall disclose: (i) whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and (ii) information on the methods and timing for the possible restoration of the free float;

(ii) the final results of the Offer following the Reopening of the Terms, if any, will be announced by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers' Regulations, within the 7.29 a.m. of Trading Day preceding the Payment Date following the Reopening of the Terms (i.e. by 3 July 2026, unless the Tender Period is extended). Upon publication of the Notice of the Offer Final Results following the Reopening of the Terms, the Offeror shall: (i) confirm the Offer provisional results and disclose whether the conditions for the Sell Out Procedure under Article 108, paragraph 1, of TUF have been met, and (ii) disclose information on the methods and timing for the possible restoration of the free float.

The Offer is not aimed at the Delisting of the Issuer's Shares. Therefore, the Offeror declares its intention to restore, within 90 (ninety) days, a free float sufficient to ensure the regular conduct of trading pursuant to Article 108, paragraph 2, of the TUF if the Offeror - also considering the shareholdings held by the Offeror and the Persons Acting in Concert - comes to hold, following the Offer and also as a result of any purchases made on the market by the Offeror and/or the Persons Acting in Concert, a shareholding exceeding 90% (but in any case less than 95%) of the Issuer's share capital.

F.4 MARKET ON WHICH THE OFFER IS LAUNCHED

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The Offer is not being launched or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which such Offer is not permitted in the absence of the competent local authorities' authorisation, or is in violation of rules or regulations (the "Other Countries"), or by using international means of communication or commercial instruments (including, without limitation, the postal network, fax, telex, e-mail, telephone and Internet) of the United States of America, Australia, Canada, Japan or the Other Countries, or any facility of any financial intermediary of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other manner.

Offer acceptances by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided for by law or regulations. It is the sole responsibility of the recipients of the Offer to comply with such legal provisions and therefore to verify, before subscription, their existence and applicability by contacting their advisors. Any subscriptions to the Offer as a result of the subscriber being solicited in violation of the above limitations shall not be accepted.

F.5 PAYMENT DATE

The Consideration – comprising the Cash Consideration and the Consideration in KK Shares – shall be paid to the Tendering Shareholders on the Payment Date, i.e. on the sixth (6th) Trading Day following the close of the Tender Period and, therefore, on 22 June 2026 (unless the Tender Period is extended in accordance with applicable law).

If the Tender Period is extended, the payment of the Consideration will take place on the sixth (6th) Trading Day following the closing date of the Tender Period, as extended. The new Payment Date determined in this way will be announced, within the terms provided for by the regulations in force, by means of a notice issued pursuant to Article 36 of the Issuers' Regulations.

In the event of a Reopening of the Terms, the payment of the Consideration in respect of the Shares tendered during the Reopening of the Terms shall take place on the fifth (5th) Trading Day following the closing of the Reopening of the Terms, i.e., on 6 July 2026, unless the Tender Period is extended, in accordance with applicable regulations (the "Payment Date following the Reopening of the Terms").

No interest will be paid on the Consideration between the date of Offer acceptance and the Payment Date.

F.6 PROCEDURE FOR THE PAYMENT OF THE CASH CONSIDERATION

The Cash Consideration shall be paid to the Offeror in cash. The Cash Consideration shall be paid by the Offeror to the account indicated by the Intermediary in Charge of Coordinating the Collection of Acceptances, who shall transfer it to the Intermediaries in Charge, who, in turn, shall transfer the funds to the Depositary Intermediaries for crediting to the accounts of their respective clients, in accordance with the instructions provided by the Offer Tendering Shareholders.

The Offeror's obligation to pay the Cash Consideration under the Offer shall be deemed to have been fulfilled when the relevant amounts have been transferred to the Intermediaries in Charge. The Tendering Shareholders to the Offer alone shall bear the risk that the

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Intermediaries in Charge or the Depositary Intermediaries do not transfer such amounts to the beneficiaries or delay the transfer thereof.

It is understood that the foregoing shall also apply with respect to the payment of the Consideration in KK Shares, if the Tendering Shareholder has elected to receive a cash alternative (in which case, for each Share tendered, EUR 0.458 will be paid). It is understood that, if Borsa Italiana has already decided to start trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date, the Consideration in KK Shares shall be paid in any event by means of the allotment of KK shares

F.7 PROCEDURE FOR THE PAYMENT OF THE CONSIDERATION IN KK SHARES

The Consideration in KK Shares shall be paid through the allocation of a maximum of 23 KK shares to each Tendering Shareholder, after the stock split, for each Banca Sistema Share tendered to the Offer, with the provision of an alternative cash payment of the same amount (EUR 0.458) to be chosen by the offerees within the Offer. It is understood that, if Borsa Italiana has already decided to start trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date, the Consideration in KK Shares shall be paid in any event by means of the allotment of KK shares (without prejudice to the following).

It remains understood that if it is not possible to allocate all or part of the KK shares, after the stock split, as payment of the Consideration in KK Shares by the Payment Date (for example, in case the split of the KK shares is not completed), the Company's shareholders subscribing to the Offer shall receive an amount of EUR 0.0199 in cash for each KK share, after the stock split, not allocated (and, therefore, in case none of the maximum 23 KK shares may be allocated, after the stock split, the amount to be paid in cash shall be EUR 0.458 for each Share tendered to the Offer, i.e. equal to the full Consideration in KK Shares). Therefore, if it is not possible to allocate part of the KK shares based on the above, the Offeror will make the payment of the Consideration in KK Shares (a) partly in cash, for the KK shares that cannot be allocated, and (b) partly through the allocation of KK shares in proportion to the total number of KK shares held by Banca Sistema, and taking into account the received acceptance level.

F.8 LAW GOVERNING THE CONTRACTS EXECUTED BETWEEN THE OFFEROR AND THE HOLDERS OF THE ISSUER'S FINANCIAL INSTRUMENTS AND COMPETENT JURISDICTION

With regard to the acceptance to this Offer, the governing law is Italian law and the competent jurisdiction is that of the ordinary Italian courts.

F.9 PROCEDURES AND TERMS FOR THE RETURN OF THE BANCA SISTEMA SHARES IN CASE OF INEFFECTIVENESS OF THE OFFER AND/OR PRO-RATA ALLOTMENT

The Offer, being mandatory, is not subject to any condition of effectiveness, and no pro-rata allotment (riparto) scenarios can be provided for.

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G. PROCEDURES FOR FINANCING, EXACT PERFORMANCE GUARANTEES AND FUTURE PLANS OF THE OFFEROR

G.1 PROCEDURES FOR FINANCING THE OFFER AND PERFORMANCE GUARANTEES

G.1.1 Procedures for Financing the Offer

The Offeror intends to meet the Payment Consideration obligations through the use of its own financial resources.

G.1.2 Performance Guarantee

On 30 April 2026, Unicredit S.p.A. (the "Performance Guarantee Bank") issued in favour of the Offeror the Performance Guarantee pursuant to Article 37-bis of the Issuers' Regulation.

G.2 REASONS FOR THE TRANSACTION AND THE OFFEROR'S FUTURE PLANS

G.2.1 Reasons for the Offer and the Offeror's future plans drawn up in relation to the Issuer

Reasons for the Offer

The Offer is aimed at fulfilling the obligations under Article 106 of the TUF.

In this context, aggregation transactions allow specialised players to bolster their capital strength, and increase profitability and efficiency in the medium to long term.

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immediately realise the value of the investment made over time in the Issuer, reducing the potential risks associated with the achievement of medium-to-long-term strategic objectives, upon payment of the Cash Consideration;
maintain their investment in the pawn credit business, ensuring continuity in the pursuit of the industrial and financial objectives outlined at the time, depending on the payment of the Consideration in KK Shares.

Industrial and commercial matters

Although, as of the Offer Document Date, no formal decisions have been made by the Offeror's competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the Merger as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;
increase – with new resources – the already solid capital position of the intermediary.

With reference to this latter aspect, the Offeror notes, in fact, that — following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July–October 2024 (for further information on which, reference is made to Paragraph A.3 of the Offer Document) — the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of Banca Sistema's Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024–2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

The integration of the Offeror and the Issuer will allow to:

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strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;
develop a greater capacity to attract new talent with specific professional skills to support business development.

For the sake of completeness, it should be noted that, as at the Offer Document Date, no resolutions have been passed that affect the continued employment of the Issuer's staff.

G.2.2 Investments and Related Forms of Financing

As at the Offer Document Date, the Offeror has not yet evaluated any proposal to be formulated to the Issuer's Board of Directors concerning investments of particular importance and/or additional to those generally required for the transactional management of activities in the sector in which the Issuer itself operates.

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G.2.3 Planned Amendments to the Issuer’s Articles of Association

As at the Offer Document Date, the Offeror has not identified any specific amendments or changes to be made to the Issuer’s current articles of association in the twelve months following the Payment Date, except for those required by law and those related to the Merger.

G.2.4 Planned Changes in the Composition of the Issuer’s Management and Control Bodies

As indicated in Section B, Paragraph B.2.4, of the Offer Document, as at the Offer Document Date, Banca Sistema is managed by a Board of Directors composed of nine members, as resolved by the Issuer’s Shareholders’ Meeting on 23 April 2026. For further information in this respect, please refer to Paragraph B.2.4 of the Offer Document.

G.3 INDICATIONS CONCERNING THE RESTORATION OF THE FREE FLOAT

The Offer is not aimed at the Delisting of the Issuer’s Shares.

As a consequence of the above, should the Offeror – also considering the shareholdings held by the Persons Acting in Concert – come to hold, following the Offer, by the end of the Tender Period, as may be reopened following the Reopening of the Terms, a stake exceeding 90% of the Issuer’s share capital but less than 95% of the Issuer’s share capital (the “Sell Out Procedure under Article 108, paragraph 2, of TUF”), the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading.

In such circumstances, there will be no Sell Out Procedure under Article 108, paragraph 2, of TUF. The Offeror will indicate in the notice on the final results of the Offer, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers’ Regulation (the “Notice of the Offer Final Results”) or in the notice of the offer final results following the Reopening of the Terms, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers’ Regulation (the “Notice of the Offer Final Results following the Reopening of the Terms”), whether the requirements for the Purchase Obligation have been met.

In the event that, as a result of the Offer, the Offeror comes to hold, as an effect of the tenders to the Offer and/or any purchases made by the Offeror and/or the Persons Acting in Concert outside the Offer itself pursuant to applicable law, an aggregate shareholding at least equal to 95% of the Issuer’s share capital, the Offeror hereby declares that it will fulfil the obligation to purchase the remaining outstanding Shares, pursuant to Article 108, paragraph 1, of the TUF. Furthermore, the Offeror declares that it will not exercise the right to purchase the remaining outstanding Shares, pursuant to Article 111 of the TUF. It is also understood that, in such event, after the Sell Out Procedure under Article 108, paragraph 1, of TUF has been

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fulfilled, the Offeror shall in any case proceed to restore a free float sufficient to ensure the regular course of trading.

In any case, under each of the scenarios described above, the Offeror shall propose that the Issuer's extraordinary shareholders' meeting approve the Merger.

For further information on the free float requirements, please refer to Section A, Paragraphs A.11 and A.12 of the Offer Document.

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H. ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR, THE PERSONS ACTING IN CONCERT WITH IT AND THE ISSUER OR MAJOR SHAREHOLDERS OR MEMBERS OF THE ISSUER'S MANAGEMENT AND CONTROL BODIES

Except as stated in this Offer Document, there are no agreements or financial and/or commercial transactions which have been concluded, executed or resolved between the Offeror and the Persons Acting in Concert and the Issuer or the relevant Shareholders or members of the Issuer's management and control bodies in the 12 (twelve) months preceding the Offer Document Date and which may have or have had significant effects on the business of the Offeror and/or the Issuer.

H.2 AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS OR THE TRANSFER OF SHARES AND/OR OTHER FINANCIAL INSTRUMENTS OF THE ISSUER

As of the Offer Document Date, there are no agreements between the Offeror, the Persons Acting in Concert and the other shareholders of the Issuer (i.e. its directors or auditors) concerning the exercise of voting rights, or the transfer of the Issuer's Shares.

108

I. INTERMEDIARIES' FEES

As consideration for the duties carried out in the context of the Offer, the Offeror shall pay the following fees, by way of commissions inclusive of any and all fee for intermediation services:

(i) to each Intermediary in Charge (including the Intermediary in Charge of Coordinating the Collection of Acceptances):

a) a fee equal to 0.05% of the value of the Shares tendered in acceptance of the Offer and purchased by the Offeror, up to a maximum of EUR 5,000.00 for each shareholder who has tendered the Shares; and
b) a flat fee of EUR 5.00 for each Acceptance Form submitted.

The Intermediaries in Charge shall pay back to the Depositary Intermediaries an amount equal to 50% of the commissions referred to in point (i) a) above, relating to the countervalue of the Shares Subject to the Offer tendered through the latter, as well as the entire fixed fee referred to in point (i) b) above, relating to the Acceptance Forms submitted by them.

No costs will be charged to Tendering Shareholders.

109

L. ALLOCATION PROCEDURES

L.1 PROCEDURES FOR THE ALLOCATION OF THE SHARES FOLLOWING THE OFFER

Since the Offer is a total public tender and exchange offer, no allocation is envisaged.

110

M. ANNEXES

M.1 Essential information

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Informazioni essenziali ai sensi dell'art. 130 del Regolamento Emittenti relative alle pattuizioni rilevanti ai sensi dell'art. 122 del Testo Unico della Finanza relative all'accordo sottoscritto, in data 29 giugno 2025, tra Banca CF+ S.p.A., da una parte, e Gianluca Garbi, Società di Gestione delle Partecipazioni in Banca Sistema S.r.l. e Garbifin S.r.l., dall'altra, avente ad oggetto azioni ordinarie di Banca Sistema S.p.A.

Milano, 3 luglio 2025

Ai sensi degli artt. 122 del decreto legislativo 24 febbraio 1998, n. 58 (il "Testo Unico della Finanza") e 130 del regolamento adottato dalla CONSOB con delibera del 14 maggio 1999, n. 11971 (il "Regolamento Emittenti") Banca CF+ S.p.A. ("CF+" o l'"Offerente"), Gianluca Garbi ("GG"), Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., siglabile SGBS S.r.l. ("SGBS") e Garbifin S.r.l. ("Garbifin" e, insieme a CF+, GG e SGBS, le "Parti") rendono noto quanto segue.

Premesse

Si fa riferimento all'offerta pubblica di acquisto volontaria, ai sensi degli artt. 102 e seguenti del TUF, annunciata da CF+ in data 30 giugno 2025, ai sensi e secondo le modalità dell'art. 102, comma 1, del TUF e dell'art. 37 del Regolamento Emittenti (la "Comunicazione"), avente ad oggetto la totalità delle azioni ordinarie di Banca Sistema S.p.A. ("Banca Sistema" o l'"Emittente"), ammesse alla negoziazione su Euronext Milan, segmento Euronext STAR Milan, organizzato e gestito da Borsa Italiana S.p.A. (l'"Offerta").

In data 29 giugno 2025 le Parti hanno sottoscritto un accordo (l'"Accordo") volto a stabilire i termini e le condizioni delle reciproche intese in relazione all'Offerta, ivi incluso l'impegno di GG, SGBS e Garbifin (congiuntamente, gli "Aderenti"), nella loro qualità di titolari di azioni ordinarie di Banca Sistema, ad aderire alla medesima.

L'Accordo contiene talune pattuizioni riguardanti Banca Sistema che possono assumere rilievo ai sensi dell'art. 122 del Testo Unico della Finanza, in relazione alle quali le Parti hanno ritenuto di dare seguito a tutte le formalità pubblicitarie previste dall'ora citata disposizione di legge e dalle relative disposizioni regolamentari, fra cui la redazione delle presenti informazioni essenziali ai sensi dell'art. 130 del Regolamento Emittenti (le "Informazioni Essenziali").

1. Società i cui strumenti finanziari sono oggetto dell'Accordo

Banca Sistema S.p.A., società per azioni di diritto italiano, con sede legale in Milano, Largo Augusto 1/A, ang. Via Verziere 13, capitale sociale di Euro 9.650.526,24, interamente sottoscritto e versato, iscritta al Registro delle Imprese tenuto dalla Camera di Commercio di Milano Monza Brianza Lodi al n. 12870770158, emittente azioni ammesse alle negoziazioni sul mercato regolamentato Euronext Milan, segmento Euronext STAR Milan, organizzato e gestito da Borsa Italiana S.p.A.

Secondo quanto risulta dalle comunicazioni ai sensi dell'articolo 85-bis, comma 4-bis, del Regolamento Emittenti, alla data delle Informazioni Essenziali, per effetto della maggiorazione del diritto di voto ai sensi dell'articolo 127-quinquies del TUF e dell'articolo 5 dello statuto sociale dell'Emittente, i diritti di voto esercitabili nelle assemblee dell'Emittente sono pari a n. 82.378.940.

2. Numero delle azioni e dei diritti di voto riferiti alle azioni oggetto dell'Accordo e relativa percentuale sul capitale sociale di Banca Sistema rappresentato da azioni aventi diritto al voto

L'Accordo ha ad oggetto:

n. 946.018 azioni ordinarie di Banca Sistema, rappresentative dell'1,18% del capitale sociale di Banca Sistema e corrispondenti a circa lo 0,89% dei relativi diritti di voto, detenute da GG.
n. 18.578.900 azioni ordinarie di Banca Sistema, rappresentative del 23,10% del capitale sociale di Banca Sistema e corrispondenti a circa il 22,55% dei relativi diritti di voto, detenute da SGBS; e
n. 470.453 azioni ordinarie di Banca Sistema, rappresentative dello 0,58% del capitale sociale di Banca Sistema e corrispondenti a circa lo 0,53% dei relativi diritti di voto, detenute da Garbifin.

3. Soggetti vincolati dall'Accordo e relativo numero e percentuale sul capitale sociale di strumenti finanziari della società oggetto dell'Accordo dagli stessi detenuti

L'Accordo è stato concluso fra:

(i) Banca CF+ Credito Fondiario S.p.A., in forma abbreviata anche solo Banca CF+ S.p.A., società per azioni di diritto italiano, con sede legale in Milano, Corso Europa n. 15, numero di iscrizione al Registro delle Imprese di Milano Monza Brianza Lodi e codice fiscale 00395320583, partita IVA 16340351002, capitale sociale pari ad Euro 39.213.278,00, interamente sottoscritto e versato, iscritta all'Albo delle Banche – e dei gruppi Bancari in qualità di società capogruppo del gruppo bancario “Gruppo Banca CF+” – tenuto dalla Banca d'Italia al numero 10312.7, nonché aderente al Fondo Interbancario di Tutela dei Depositi e al Fondo Nazionale di Garanzia;
(ii) Gianluca Garbi, nato a Milano, il 18 settembre 1970, codice fiscale GRBGLC70P18F205D, coniugato in regime di separazione dei beni;
(iii) Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., siglabile SGBS S.r.l., società a responsabilità limitata costituita in Italia ed operante in base alla legislazione italiana, con sede legale in Alba (CN), Corso Torino 18, numero di iscrizione al Registro delle Imprese di Cuneo codice fiscale e partita IVA 03371510045; e
(iv) Garbifin S.r.l., società a responsabilità limitata costituita in Italia ed operante in base alla legislazione italiana, con sede legale in Alba (CN), Corso Torino 18, numero di iscrizione al Registro delle Imprese di Cuneo, codice fiscale e partita IVA di 03574450049.

Si precisa che alla data di sottoscrizione dell'Accordo, GG è socio unico di Garbifin che a sua volta è titolare di una partecipazione di controllo in SGBS. GG, pertanto, detiene, direttamente e indirettamente per il tramite di SGBS e di Garbifin, complessivamente n. 19.995.371 azioni ordinarie di Banca Sistema, pari a circa il 24,86% del suo capitale sociale e al 23,97% dei relativi diritti di voto.

Ai sensi dell'art. 130, c. 1, lett. (c), del Regolamento Emittenti, si precisa che:

(a) alla data delle Informazioni Essenziali, solo GG, SGBS e Garbifin sono titolari di strumenti finanziari di Banca Sistema (e cioè delle azioni indicate sub § 2) e tutte le azioni di Banca Sistema detenute da GG, SGBS e Garbifin sono oggetto dell'Accordo; e
(b) nessuna delle Parti esercita, in virtù dell'Accordo, il controllo sulla Società ai sensi dell'articolo 93 del TUF.

4. Tipo e contenuto delle pattuizioni parasociali previste dall'Accordo

Le pattuizioni parasociali previste dall'Accordo sono riconducibili a quelle di cui all'art. 122, comma 1 e comma 5, del Testo Unico della Finanza e sono qui di seguito sintetizzate.

4.1 Impegni relativi all'Offerta

L'Accordo ha ad oggetto l'impegno di adesione da parte degli Aderenti all'Offerta e i correlati limiti alla circolazione delle azioni detenute dagli Aderenti nel capitale sociale di Banca Sistema. In particolare, l'Accordo prevede che GG, SGBS e Garbifin:

(a) si sono impegnati irrevocabilmente nei confronti dell'Offerente a portare in adesione all'Offerta (i) la totalità delle azioni da essi detenute nel capitale sociale di Banca Sistema, accettando l'Offerta entro il 5° (quinto) giorno di borsa aperta successivo all'inizio del periodo di adesione ai sensi della procedura di adesione di cui al documento di offerta e procedendo, a seguito dell'esito positivo dell'Offerta, al trasferimento delle predette azioni a CF+ e (ii) ogni ulteriore azione Banca Sistema di cui dovessero divenire titolari a qualsiasi titolo dopo aver portato in adesione le azioni sub (i), entro il giorno di borsa aperta successivo all'acquisto di tali azioni e comunque non oltre il termine del periodo di adesione all'Offerta;

(b) non vendano, trasferiscano o altrimenti dispongano di, ovvero costituiscano vincoli e gravami di ogni genere e natura nonché qualsiasi diritto di terzi su, azioni Banca Sistema o strumenti finanziari che attribuiscano al relativo titolare il diritto di acquistare o sottoscrivere azioni Banca Sistema o che conferiscano una posizione lunga sulle stesse, né assumano alcun impegno in tal senso;

(c) non accettino, né assumano impegni ad accettare o altrimenti concordino offerte, intese, fusioni o altre combinazioni aziendali effettuate o proposte in relazione alle azioni Banca Sistema e/o a Banca Sistema da soggetti diversi da CF+ e non sottoscrivano patti parasociali o altri contratti o accordi aventi ad oggetto azioni Banca Sistema detenute dagli Aderenti;

(d) non acquistino o assumano impegni ad acquistare, né facciano sì che le proprie affiliate acquistino o assumano impegni ad acquistare, direttamente o indirettamente, azioni e/o strumenti finanziari di Banca Sistema, nonché altri strumenti finanziari collegati, fino a 6 mesi dal completamento dell'Offerta;

(e) non avanzino proposte e non esprimano voto favorevole e/o si astengano, nelle assemblee degli azionisti dell'Emittente su proposte di deliberazione aventi ad oggetto atti od operazioni che possano contrastare il conseguimento degli obiettivi dell'Offerta;

(f) non pongano in essere atti od operazioni (ivi inclusa la conclusione di contratti, patti parasociali o altri accordi) che possano contrastare il conseguimento degli obiettivi dell'Offerta o siano comunque idonei a pregiudicare l'operazione o ritardarne l'esecuzione, ivi inclusa la mera ricerca di altre offerte ovvero operazioni alternative all'Offerta, o che facciano sorgere in capo alle stesse un obbligo di promuovere un'offerta pubblica di acquisto obbligatoria sulle azioni Banca Sistema ai sensi della disciplina applicabile;

(g) non effettuino, né facciano sì che le proprie affiliate o le persone che agiscono in concerto con gli stessi effettuino, operazioni che, per qualsivoglia ragione, possano determinare un aumento del prezzo dell'Offerta o che possano essere ragionevolmente ritenute atte a pregiudicare l'esito positivo dell'Offerta, né svolgano azioni o rilascino dichiarazioni che possano essere ragionevolmente ritenute atte a provocare un ritardo dell'Offerta o che possano essere ragionevolmente ritenute atte a pregiudicare l'esito positivo dell'Offerta;

(h) non partecipino, direttamente o indirettamente, a colloqui o trattative, non stipulino accordi o intese, non assumano obblighi o diano alcuna indicazione di intenti (e non consentano il verificarsi di tali circostanze) in relazione alle azioni di Banca Sistema, né compiano alcuno degli atti elencati che precedono, che possano, in ciascun caso, limitare o impedire l'accettazione dell'Offerta da parte di un soggetto o la capacità di tale soggetto di rispettare l'Accordo o altrimenti coadiuvare, consigliare o incoraggiare un soggetto terzo a compiere gli atti elencati di cui sopra;

(i) non sollecitino, e non inducano i loro rappresentanti e consulenti a sollecitare, offerte od operazioni alternative di qualsivoglia natura rispetto alle azioni Banca Sistema e alle questioni oggetto dell'Accordo e cessino, a partire dalla data dell'Accordo, ogni colloquio o trattativa diretta o indiretta con terzi rispetto alle questioni oggetto dell'Accordo.

4.2 Impegni relativi alla governance di Banca Sistema ad esito dell'Offerta

L'Accordo prevede che, subordinatamente al buon esito dell'Offerta:

(i) GG rassegni le proprie dimissioni dalla carica di Amministratore e Amministratore Delegato di Banca Sistema (con efficacia decorrente dalla data dell'assemblea chiamata a nominare il nuovo organo di amministrazione dell'Emittente o comunque della sostituzione degli amministratori dimissionari) e cessi altresì dalla carica di Direttore Generale, nel rispetto dei termini previsti al successivo paragrafo 4.3;

(ii) venga convocata per una data prossima al 40° giorno successivo alla prima data di pagamento dell'Offerta l'assemblea ordinaria degli azionisti dell'Emittente per la nomina del nuovo organo amministrativo di Banca Sistema;

(iii) entro il 5° giorno di calendario successivo alla prima data di pagamento dell'Offerta, un numero di amministratori dell'Emittente necessario ai fini dell'applicazione del meccanismo di cessazione anticipata dell'intero organo amministrativo di cui all'art. 10.5 dello statuto di Banca Sistema rassegni le proprie dimissioni, con efficacia decorrente dalla data della assemblea chiamata a nominare il nuovo organo di amministrazione dell'Emittente o della sostituzione degli amministratori dimissionari.

L'Accordo prevede inoltre impegni di manleva e di indennizzo di CF+ nei confronti degli amministratori dimissionari (incluso GG) che dichiarino di non avere, e comunque di rinunciare irrevocabilmente e incondizionatamente, a qualsiasi pretesa nei confronti di Banca Sistema per compensi, rimborsi spese o qualsiasi altra ragione con riferimento alla carica ricoperta, fatto salvo il rateo dei compensi (inclusivi dei gettoni di presenza e dei rimborsi spese) maturati alla data di effetto delle dimissioni e non ancora pagati.

4.3 Impegni relativi alla cessazione anticipata di GG dalla carica di Amministratore Delegato e Direttore Generale di Banca Sistema

Subordinatamente al buon esito dell'Offerta, le Parti si sono impegnate a far sì che GG e Banca Sistema sottoscrivano un accordo di risoluzione consensuale che preveda, a fronte delle dimissioni di GG dalla carica di Amministratore e Amministratore Delegato di Banca Sistema e della cessazione di GG dalla carica di Direttore Generale e quale condizione delle stesse:

(i) nel rispetto di quanto previsto dalla normativa di legge e regolamentare vigente, nonché in conformità con la politica di remunerazione di Banca Sistema vigente alla relativa data di cessazione, il riconoscimento a GG di tutto quanto allo stesso spetterebbe in relazione alla cessazione anticipata della propria carica di Amministratore Delegato e Direttore Generale in linea con gli accordi in essere e con quanto previsto dalla politica in materia di remunerazione vigente, incluso quanto deliberato dall'assemblea dei soci del 30 aprile 2021, come successivamente confermato dall'assemblea dei soci del 24 aprile 2024;

(ii) un impegno di non concorrenza a titolo oneroso in capo a GG della durata di 2 anni;

(iii) la facoltà di GG di continuare a rivestire la propria carica di Amministratore e Presidente del Consiglio di Amministrazione di Kruso Capital S.p.A.

È altresì previsto che, a seguito dell'efficacia della cessazione di GG dalla carica di Amministratore e Amministratore Delegato di Banca Sistema nonché della risoluzione consensuale del suo rapporto di Direttore Generale con Banca Sistema, GG e Banca Sistema sottoscrivano un contratto di consulenza

avente ad oggetto lo svolgimento da parte di GG di attività di supporto strategico, tecnico e relazionale finalizzata al recupero da parte dell'Emittente dei crediti da quest'ultima vantati nei confronti della pubblica amministrazione.

5. Durata dell'Accordo

Gli obblighi delle Parti ai sensi dell'Accordo verranno meno e cesseranno automaticamente di avere effetto qualora l'Offerta non sia promossa entro il 31 dicembre 2025 o, comunque, le condizioni di efficacia dell'Offerta non si verifichino e pertanto l'Offerta non sia portata a compimento (e, quindi, il corrispettivo iniziale in contanti di Euro 1,382 non sia corrisposto) entro il 30 giugno 2026.

6. Altre informazioni sull'Accordo

Ai sensi dell'art. 130, c. 2, lett. (c) e (d), del Regolamento Emittenti, si precisa che l'Accordo prevede l'impegno degli Aderenti a (i) non recedere dall'Accordo e dagli impegni ivi contenuti, nonché a (ii) non revocare la propria adesione all'Offerta, anche nel caso in cui vengano lanciate una o più nuove offerte concorrenti da parte di terzi sulle azioni Banca Sistema, ivi inclusi i casi in cui i termini di tali offerte concorrenti (compreso il relativo prezzo di offerta) siano – o sembrino essere – più favorevoli di quelli dell'Offerta.

In caso di mancato rispetto, anche da parte di solo uno degli Aderenti degli impegni sopra rappresentati, gli Aderenti saranno obbligati, in solido tra loro, a corrispondere a CF+ una break-up fee pari al doppio dei costi di transazione effettivamente pagati e documentati dall'Offerente che, comunque, non potranno superare l'importo massimo di complessivi Euro 6 milioni.

In deroga a quanto precede, esclusivamente in caso di modifiche ai termini e alle condizioni dell'Offerta da parte dell'Offerente che risultino in una diminuzione dell'ammontare del corrispettivo così come originariamente indicato nella Comunicazione, gli Aderenti potranno recedere dall'Accordo liberamente e senza oneri. Resta in ogni caso inteso che tale facoltà di recesso non troverà applicazione in caso di variazioni in diminuzione del corrispettivo dell'Offerta che siano conseguenza: (i) della distribuzione di dividendi ordinaria (ivi inclusi acconti sui dividendi) o straordinaria di dividendi prelevati da utili e/o altre riserve; o (ii) di operazioni sul capitale sociale dell'Emittente (ivi incluso, a titolo esemplificativo, aumenti o riduzioni di capitale) e/o sulle azioni di Banca Sistema (incluso, a titolo esemplificativo, accorpamento o annullamento di azioni), in conformità con quanto comunicato dall'Offerente nella Comunicazione.

Ai sensi dell'art. 130, c. 2, lett. (b)-(e), del Regolamento Emittenti, si precisa che l'Accordo non prevede:

(i) la costituzione di alcun organo per l'esecuzione delle pattuizioni parasociali previste dall'Accordo;
(ii) alcuna clausola di rinnovo (automatico o meno) di alcuna delle pattuizioni parasociali previste dall'Accordo;
(iii) l'obbligo di deposito degli strumenti finanziari oggetto delle Pattuizioni Rilevanti presso alcun soggetto diverso dai relativi titolari, ossia GG, SGBS e Garbifin, i quali, sino al perfezionamento della vendita delle proprie partecipazioni continueranno a detenerli nel rispetto del regime di dematerializzazione cui tali strumenti sono soggetti.

7. Deposito delle pattuizioni parasociali previste dall'Accordo e pubblicazione delle Informazioni Essenziali

Le pattuizioni parasociali previste dall'Accordo sono depositate nei termini di legge presso il Registro

delle Imprese tenuto dalla Camera di Commercio di Milano Monza Brianza Lodi, territorialmente competente con riguardo alla sede sociale di Banca Sistema, e le Informazioni Essenziali sono pubblicate, nei modi e nei termini di legge, sul sito internet di Banca Sistema.

INFORMAZIONI ESSENZIALI (LE “INFORMAZIONI ESSENZIALI”) AI SENSI DELL'ARTICOLO 122 DEL DECRETO LEGISLATIVO 24 FEBBRAIO 1998, N. 58 (IL “TUF”) E DELL'ARTICOLO 130 DEL REGOLAMENTO ADOTTATO CON DELIBERA CONSOB N. 11971 DEL 14 MAGGIO 1999 (IL “REGOLAMENTO EMITTENTI”).

BANCA SISTEMA S.P.A.

In data 22 dicembre 2021, Panfilo Tarantelli, Sergio Ascolani, Salvatore Cordaro, Quarto S.r.l., Argenta Holding S.à r.l. (congiuntamente, i “Precedenti Azionisti di Controllo”), da una parte, e Tiber Investments 2 S.à r.l. (oggi European Investments Holding Company S.à r.l.) (l’“Investitore” o “EIHC”) da un’altra parte, nonché, limitatamente a talune previsioni, Harvip S.r.l. (“Harvip”), Mirko Gianluca Briozzo (“Briozzo”) e Guido Giulio Fortunato Lombardo (“Lombardo”) (collettivamente le “Parti” e ciascuna, singolarmente, una “Parte”) hanno sottoscritto un patto parasociale avente ad oggetto le azioni di Credito Fondiario S.p.A. (oggi Banca CF+ Credito Fondiario S.p.A.) (il “Patto Parasociale”).

Successivamente, hanno aderito al Patto Parasociale, limitatamente a talune previsioni dello stesso (i) in data 22 febbraio 2022, Michele Ronchi e Alberico Potenza e (ii) in data 8 marzo 2023, BE Holding S.r.l. (già BE Finance S.r.l.), Giovanni Gallo Barbisio e Carlo Goi, in relazione al rispettivo ingresso nell’azionariato di CF+ (congiuntamente, gli “Investitori Successivi”).

Alla data delle presenti Informazioni Essenziali, Harvip, Briozzo e Lombardo non sono parte del Patto Parasociale.

Tipologia di accordo parasociale

Il Patto Parasociale contiene disposizioni che rientrano nell’ambito di applicazione dell’articolo 122, commi 1 e 5, lettere a) e b) del TUF, come ulteriormente descritto nelle presenti Informazioni Essenziali.

Società i cui strumenti finanziari sono oggetto del Patto Parasociale

La società i cui strumenti finanziari sono oggetto del Patto Parasociale è Banca CF+ Credito Fondiario S.p.A., società con sede legale in Corso Europa n. 15, Milano, numero di iscrizione al Registro delle Imprese di Milano, Monza Brianza, Lodi e Codice Fiscale 00395320583 e Partita IVA 00878511005 (“CF+”), la quale controlla direttamente Banca Sistema S.p.A., società con sede legale in Largo Augusto 1/A, ang. via Verziere 13, Milano, numero di iscrizione al Registro delle Imprese di Milano, Monza Brianza, Lodi, Partita IVA e Codice Fiscale 12870770158 (“Banca Sistema”), le cui azioni ordinarie sono ammesse alla negoziazione su Euronext Milan, segmento STAR, mercato regolamentato organizzato e gestito da Borsa Italiana S.p.A..

Diritti di voto riferiti alle azioni complessivamente conferite

Alla data delle presenti Informazioni Essenziali, risultano soggette al Patto Parasociale n. 57.967.553 azioni CF+, rappresentative di circa il 99,504% del capitale sociale di CF+.

La tabella seguente fornisce informazioni sulle partecipazioni detenute dalle Parti alla data delle presenti Informazioni Essenziali.

Azionista	% del capitale sociale	Numero di azioni
Panfilo Tarantelli	6,111%	3.559.926
Sergio Ascolani	0,801%	466.737
Salvatore Cordaro	0,439%	255.484
Quarto S.r.l.	0,232%	134.865
Argenta Holding S.à r.l.	0,303%	176.342
European Investments Holding Company S.à r.l.	90,539%	52.744.563

Michele Ronchi	0,449%	261.826
Alberico Potenza	0,166%	96.566
BE Holding S.r.l.	0,297%	173.301
Giovanni Gallo Barbisio	0,119%	69.058
Carlo Goi	0,050%	28.885
Totale	99,504%	57.967.553

Alla data delle presenti Informazioni Essenziali, CF+ detiene n. 56.883.308 azioni Banca Sistema, rappresentative del 70,732% del relativo capitale sociale e del 69,047% dei diritti di voto.

4. Parti del Patto Parasociale

Alla data delle presenti Informazioni Essenziali, le parti del Patto Parasociale sono le seguenti:

(1) PANFILO TARANTELLI, cittadino italiano, nato a Roma, Italia, il 14 giugno 1955, codice fiscale italiano n. TRNPFL55H14H501Z;

(2) SERGIO ASCOLANI, cittadino italiano nato a San Benedetto del Tronto (AP), Italia, il 15 novembre 1959, codice fiscale italiano n. SCLSRG59S15H769T;

(3) SALVATORE CORDARO, cittadino italiano nato a Milena (CL), Italia, il 9 febbraio 1975, codice fiscale italiano n. CRDSVT75B09E618C;

(4) QUARTO S.R.L., società a responsabilità limitata costituita e organizzata secondo le leggi italiane, con sede legale in Via del Lauro n. 7, Milano, Italia, iscritta al Registro delle Imprese di Milano Monza Brianza Lodi al n. MI - 2010892, codice fiscale italiano e partita IVA 08226800962;

(5) ARGENTA HOLDINGS S.À R.L., una società a responsabilità limitata (société à responsabilité limitée) costituita secondo le leggi del Granducato di Lussemburgo, con sede legale in 25C, Boulevard Royal, Granducato di Lussemburgo, iscritta al Registro del Commercio e delle Società del Lussemburgo (R.C.S. Lussemburgo) (RCS) con il numero B188823;

(6) EUROPEAN INVESTMENTS HOLDING COMPANY S.À R.L., una società a responsabilità limitata (société à responsabilité limitée) costituita secondo le leggi del Granducato di Lussemburgo, con sede legale in 12c, rue Guillaume Kroll, L-1882 Lussemburgo, Granducato di Lussemburgo, iscritta al Registro del Commercio e delle Società del Lussemburgo (R.C.S. Lussemburgo) (RCS) con il numero B195082;

(7) MICHELE RONCHI, cittadino italiano nato a Monza (MB), Italia, il 6 febbraio 1973, codice fiscale italiano n. RNCMHL73B06F704C;

(8) ALBERICO POTENZA, cittadino italiano nato a Fasano (BR), Italia, il 19 maggio 1972, codice fiscale italiano n. PTNLRC72E19D508S;

(9) BE HOLDING S.R.L., società a responsabilità limitata costituita e organizzata ai sensi delle leggi italiane, con sede legale in Roma, Via Giuseppe Gioacchino Belli 39, iscritta al Registro delle Imprese di Roma al n. 1929939, codice fiscale e partita IVA 06926440964;

(10) GIOVANNI GALLO BARBISIO, cittadino italiano nato a Milano (MI), Italia, il 9 marzo 1976, codice fiscale italiano n. GLLGNN76A23L219K;

(11) CARLO GOI, cittadino italiano nato a Torino (TO), Italia, il 23 gennaio 1976, codice fiscale italiano n. GOICRL76C09F205L.

Alla data delle presenti Informazioni Essenziali, EIHC esercita il controllo su CF+ ai sensi dell'art. 2359 comma 1, n. 1 del codice civile e dell'art. 93 comma 1 TUF.

Contenuto del Patto Parasociale

5.1. Principi di governance

I Precedenti Azionisti di Controllo e l'Investitore si impegnano (i) ad esercitare i propri diritti di voto e gli altri diritti in qualità di azionisti di CF+ al fine di dare piena efficacia alle disposizioni del Patto Parasociale; (ii) ad adoperarsi, nella misura consentita dalla legge, affinché qualsiasi amministratore da essi rispettivamente designato in CF+ ai sensi del Patto Parasociale o dello Statuto di CF+ (nei confronti dei quali assume il relativo obbligo ai sensi dell'articolo 1381 del Codice Civile) eserciti i propri diritti di voto e gli altri poteri e autorità al fine di dare piena efficacia alle disposizioni del Patto Parasociale; e (iii) non compiere alcuna azione o assumere alcun comportamento – né indurre terzi o amministratori da essi rispettivamente designati in CF+ (nei confronti dei quali assumono il relativo obbligo ai sensi dell'articolo 1381 del Codice Civile), nella misura consentita dalla Legge, a compiere alcuna azione o assumere alcun comportamento – il cui risultato sarebbe in contrasto con, o comunque ostacolerebbe l'applicazione di qualsiasi disposizione del Patto Parasociale.

Le Parti riconoscono e concordano che, per l'intera durata del Patto Parasociale e salvo diverso accordo tra le Parti, lo statuto di CF+ sarà quello allegato al Patto Parasociale medesimo (il “Nuovo Statuto di CF”). In caso di ambiguità o discrepanza tra le disposizioni del Patto Parasociale e il Nuovo Statuto di CF, fatte salve le disposizioni imperative di Legge applicabili, prevarranno le disposizioni del Patto Parasociale.

5.2. Previsioni applicabili all'assemblea degli azionisti di CF+

Le decisioni elencate di seguito sono di competenza esclusiva dell'assemblea degli azionisti di CF+, anche con il voto favorevole di Tarantelli, quale del rappresentante dei Precedenti Azionisti di Controllo (il “Rappresentante”), e non possono essere delegate dal consiglio di amministrazione di CF+:

(a) aumenti di capitale di CF+, sia a fronte di conferimenti in natura che in denaro, ad eccezione degli aumenti di capitale finalizzati al ripristino del capitale minimo regolamentare previsto dalla Legge applicabile;

(b) decisione di quotare le azioni di CF+ su un mercato regolamentato;

(c) decisioni relative alla liquidazione, fusione, scissione, riduzione del capitale, emissione di obbligazioni convertibili o qualsiasi altra operazione straordinaria che incida sul capitale sociale di CF+ (compresa l'emissione di warrant convertibili in azioni di CF+ o qualsiasi altro titolo convertibile o scambiabile in azioni di CF+ e/o l'emissione di qualsiasi altro strumento finanziario assimilabile ad azioni emesso da CF+, ai sensi dell'articolo 2346, sesto comma, del Codice Civile italiano),

(complessivamente, le “Materie Riservate all'Assemblea degli Azionisti”).

Resta inteso e concordato che qualsiasi proposta relativa alle Materie riservate all'Assemblea degli Azionisti sarà deliberata dall'assemblea degli azionisti di CF+ con il voto favorevole dei Precedenti Azionisti di Controllo, tramite il Rappresentante (o tramite l'eventuale delega di voto del Rappresentante alla relativa assemblea degli azionisti). I Precedenti Azionisti di Controllo eserciteranno in ogni caso in buona fede il loro diritto di veto.

Le Parti convengono che:

(a) i diritti di veto dei Precedenti Azionisti di Controllo saranno considerati validamente esercitati solo se esercitati tramite il Rappresentante (o tramite il suo delegato), essendo irrilevante qualsiasi voto divergente eventualmente espresso da ciascuno dei Precedenti Azionisti di Controllo;

(b) la mancata partecipazione del Rappresentante (o dell'eventuale delegato di voto del Rappresentante) all'assemblea degli azionisti impedirà il valido esercizio dei diritti di veto dei Precedenti Azionisti di Controllo;

(c) se, per qualsiasi motivo, il Rappresentante non ricopre più tale carica (ad esempio, in caso di dimissioni e/o mancata nomina da parte dei Precedenti Azionisti di Controllo), i diritti di veto dei Precedenti Azionisti di Controllo saranno considerati validamente esercitati solo se: (i) tutti i Precedenti Azionisti

di Controllo sono presenti alla relativa assemblea degli azionisti; e (ii) tutti i Precedenti Azionisti di Controllo esprimano il loro voto contrario all'unanimità (ovvero, tutti i Precedenti Azionisti di Controllo esprimano un voto contrario su una specifica proposta).

Qualora sia posto il veto su una qualsiasi proposta su Materie Riservate all'Assemblea degli Azionisti, si applicheranno le disposizioni previste in caso di Situazione di Stallo (si veda Paragrafo 5.6 delle presenti Informazioni Essenziali), salvo nel caso in cui la proposta riguardi:

(a) un aumento di capitale a fronte di conferimenti in natura rappresentati da qualsiasi bene dell'Investitore e/o di una sua affiliata e/o di un terzo collegato all'Investitore; o
(b) un aumento di capitale a fronte di conferimenti in natura rappresentati da partecipazioni, crediti e qualsiasi altro bene non costituito in Italia e/o non disciplinato dalla Legge Italiana.

Resta inoltre inteso e concordato che, per quanto riguarda qualsiasi proposta relativa a Materie Riservate all'Assemblea degli Azionisti volta ad attuare qualsiasi (a) qualsiasi investimento e/o disinvestimento, diretto o indiretto (anche tramite cartolarizzazione), relativo, tra l'altro e senza limitazioni, a: (i) portafogli di crediti deteriorati performanti o non performanti e/o (ii) partecipazioni azionarie in altre società o imprese; e/o (iii) qualsiasi altro tipo di attività (indipendentemente dal fatto che tali investimenti e/o disinvestimenti siano previsti nel bilancio annuale approvato dal CF+) il cui prezzo di acquisto/acquisizione, considerato singolarmente, superi i 25.000.000 di euro; e/o (b) qualsiasi operazione di finanziamento e, più in generale, qualsiasi operazione volta a fornire – con qualsiasi mezzo – nuova finanza il cui importo superi il maggiore tra (x) Euro 15.000.000 e (y) il 12,5% del capitale sociale di CF+, come rappresentato di volta in volta, fermo restando che – a tal fine – l'importo sopra indicato sarà considerato individualmente per ogni singola operazione, salvo il caso in cui alla stessa entità siano concesse risorse finanziarie mediante più operazioni (nel qual caso sarà considerato l'importo complessivo di tutte tali operazioni); e/o (c) le operazioni di factoring di importo (da considerare individualmente per ogni singola operazione) superiore a Euro 25.000.000 (ciascuna un "Operazione Rilevante"), il diritto di veto concesso ai Precedenti Azionisti di Controllo non si applicherà se:

(a) le Operazioni Rilevanti in questione (e la relativa struttura di finanziamento/funding) siano già state approvate dal Consiglio di Amministrazione, in conformità con le disposizioni del Patto Parasociale; e
(b) le caratteristiche di tale proposta siano sostanzialmente in linea con i termini e la struttura dell'Operazione Rilevante approvata dal Consiglio di Amministrazione in conformità con le disposizioni del Patto Parasociale (le "Condizioni Proposte").

Per quanto riguarda le assemblee degli azionisti di CF+, gli Investitori Successivi si impegnano ad esercitare i propri diritti di voto in piena conformità con i diritti di voto esercitati dall'Investitore.

5.3. Previsioni applicabili al Consiglio di Amministrazione di CF+

Le Parti convengono che, a partire dalla Data di Efficacia e per l'intera durata dell'Accordo, CF+ sarà gestita da un consiglio di amministrazione (il "Consiglio di Amministrazione") composto da 7 (sette) membri che saranno designati come segue:

(a) due membri saranno nominati previa designazione da parte dei Precedenti Azionisti di Controllo; e
(b) cinque membri saranno nominati previa designazione da parte dell'Investitore, di cui almeno due dovranno soddisfare i requisiti per essere qualificati come amministratori indipendenti ai sensi della sezione pertinente del Nuovo Statuto di CF e/o della Legge.

Qualora Marco Quaglierini fosse nominato dall'Investitore come membro del Consiglio di Amministrazione, l'Investitore nominerà solo un amministratore indipendente, mentre l'altro sarà nominato, in tal caso, dai Precedenti Azionisti di Controllo.

Gli amministratori così nominati rimarranno in carica per un mandato di 3 anni, salvo revoca anticipata e possono essere rieletti.

EIHC e i Precedenti Azionisti di Controllo presenteranno, per la nomina successiva al primo mandato, liste separate di candidati alla carica di amministratore da nominare, sulla base della designazione effettuata dalla parte avente diritto.

Ciascuna Parte designante avrà il diritto, in qualsiasi momento, di revocare o di far dimettere dalla carica uno o più membri del Consiglio di Amministrazione da essa designati e di sostituirli.

Se uno degli amministratori di CF+ cessa per qualsiasi motivo dalla carica prima della scadenza del mandato, le altre Parti provvederanno, nella misura consentita dalla Legge, alla nomina di un amministratore sostitutivo su designazione della stessa Parte che aveva originariamente designato l'amministratore cessato dalla carica.

Nel caso in cui almeno tre membri del Consiglio di Amministrazione di CF+, nominati dall'Investitore (ad eccezione degli amministratori indipendenti), cessino dalle loro cariche per qualsiasi motivo, l'intero Consiglio di Amministrazione sarà considerato cessato e il collegio sindacale (a) convocherà con urgenza l'assemblea degli azionisti di CF+ per l'elezione di un nuovo Consiglio di Amministrazione; e (b) sarà nel frattempo responsabile dell'amministrazione ordinaria di CF+.

I Precedenti Azionisti di Controllo avranno il diritto di designare l'amministratore da nominare quale Presidente non esecutivo del Consiglio di Amministrazione, mentre l'Investitore avrà il diritto di designare gli amministratori da nominare quali Vice Presidente del Consiglio di Amministrazione e Amministratore Delegato di CF+ (qualora non venisse nominato un Direttore Generale).

Resta inteso che, nel caso in cui il Consiglio di Amministrazione decidesse di delegare le proprie funzioni, in conformità con le leggi applicabili e le disposizioni dello Statuto di CF, a un Comitato Esecutivo, i membri di tale Comitato Esecutivo saranno designati come segue: (a) 2/3 dei suoi membri saranno selezionati tra gli amministratori nominati in base alla precedente designazione da parte dell'Investitore; e (b) 1/3 dei suoi membri saranno selezionati tra gli amministratori nominati in base alla precedente designazione da parte dei Precedenti Azionisti di Controllo.

Resta inoltre inteso che:

(a) qualora le questioni delegate al Comitato Esecutivo includano quelle sulle quali, ai sensi del Patto Parasociale, i Precedenti Azionisti di Controllo hanno un diritto di veto da esercitare a livello di Consiglio di Amministrazione, i Precedenti Azionisti di Controllo eserciteranno tale diritto di veto a livello di Comitato Esecutivo; e
(b) fatto salvo quanto sopra, nel caso in cui il Comitato Esecutivo sia composto da un numero pari di membri e, se applicabile, gli amministratori nominati in base alla precedente designazione da parte dell'Investitore avranno diritto di voto decisivo.

Il Consiglio di Amministrazione si riunisce e delibera validamente secondo i requisiti di quorum previsti dal Nuovo Statuto di CF; resta tuttavia inteso che, qualora il Consiglio di Amministrazione sia chiamato a deliberare sull'approvazione di un'Operazione Rilevante, si applicano, mutatis mutandis, le disposizioni previste in caso di Situazione di Stallo (si veda Paragrafo 5.6 delle presenti Informazioni Essenziali).

Qualora la riunione del Consiglio di Amministrazione sia composta da un numero pari di membri, in caso di parità di voti, il membro che presiede la riunione avrà voto decisivo.

5.4. Previsioni applicabili al Collegio Sindacale di CF+

Le Parti convengono che, a partire dalla Data di Efficacia e per tutta la durata del Patto Parasociale, il collegio sindacale di CF+ (il "Collegio Sindacale") sarà composto da tre membri effettivi e due membri supplenti, di cui:

(a) due sindaci effettivi e un sindaco supplente saranno nominati previa designazione da parte dell'Investitore; e

(b) un sindaco effettivo (che sarà anche il Presidente del Collegio Sindacale) e un sindaco supplente saranno nominati previa designazione da parte dei Precedenti Azionisti di Controllo.

Si applicano, mutatis mutandis, le disposizioni in tema di nomina del Consiglio di Amministrazione.

5.5. Nomina e revoca dei Key Managers di CF+

I Key Managers saranno nominati in base alla previa designazione da parte dell'Investitore, previa indicazione dei candidati idonei da parte di una società di selezione del personale altamente qualificata nominata dall'Investitore sulla base di un elenco di 3 (tre) società di selezione del personale altamente qualificate presentato dai Precedenti Azionisti di Controllo (la “Società di Selezione del Personale Scelta”).

Ai fini della nomina dei Key Managers:

(a) entro 15 Giorni Lavorativi dal ricevimento di una comunicazione dell'Investitore che richiede la nomina della Società di Selezione del Personale Scelta, i Precedenti Azionisti di Controllo consegneranno all'Investitore un elenco di tre società di selezione del personale altamente qualificate tra i quali l'Investitore – entro i successivi dieci Giorni Lavorativi – selezionerà a sua esclusiva discrezione quella che sarà nominata Società di Selezione del Personale Scelta per conto sia dell'Investitore che dei Precedenti Azionisti di Controllo, a spese e costi di CF;

(b) una volta nominata la Società di Selezione del Personale Scelta, l'Investitore e i Precedenti Azionisti di Controllo richiederanno alla Società di Selezione del Personale Scelta di fornire loro, non appena possibile, un elenco di tre candidati idonei per ciascun ruolo (ovvero tre candidati idonei come Dirigenti, tre candidati idonei come Direttori Generali, tre candidati idonei come Direttori Finanziari, ecc.) (la “Lista dei Key Manager”);

(c) entro 10 (dieci) Giorni Lavorativi dal ricevimento della Lista dei Key Manager, l'Investitore dovrà inviare ai Precedenti Azionisti di Controllo una comunicazione scritta indicante le persone della Lista dei Key Manager da nominare come Key Manager, insieme ai termini e alle condizioni alle quali saranno nominati o assunti.

Le Parti riconoscono e concordano che l'Investitore avrà il diritto di revocare (o di chiedere e ottenere la revoca di) qualsiasi Key Manager (compresi coloro che sono stati nominati per ricoprire tale carica anche prima della Data di Efficacia) o di chiedere loro di dimettersi dalle rispettive cariche, a condizione che in tal caso l'Investitore spieghi ai Precedenti Azionisti di Controllo le ragioni della decisione in questione, che non devono essere pretestuose.

I Key Managers (i) nominati dopo la sottoscrizione del Patto Parasociale o (ii) titolari di un diritto di opzione per la sottoscrizione/acquisizione di azioni CF+ saranno tenuti, rispettivamente prima del perfezionamento della loro nomina e prima dell'esercizio del diritto di opzione, a sottoscrivere un atto di adesione alle disposizioni del Patto Parasociale (nella misura applicabile agli stessi).

5.6. Situazione di Stallo

In qualsiasi momento e per l'intera durata del Patto Parasociale:

(a) qualora il Rappresentante (o il suo delegato con diritto di voto o tutti i Precedenti Azionisti di Controllo) esprima il proprio voto contrario durante l'assemblea degli azionisti di CF+ su qualsiasi proposta relativa a una Materia Riservata all'Assemblea degli Azionisti, oppure

(b) nel caso in cui (I) i Precedenti Azionisti di Controllo (tramite tutti gli amministratori non indipendenti nominati su loro designazione che siano presenti durante la riunione del Consiglio di Amministrazione (o la riunione del Comitato Esecutivo, a seconda dei casi) di CF+ debitamente convocata (inclusa, per chiarezza, qualsiasi riunione del Consiglio di Amministrazione (o del Comitato Esecutivo, a seconda dei casi) di CF+ che sia stata convocata per qualsiasi questione urgente esprimano un voto sfavorevole su una proposta relativa a un'Operazione Rilevante, e (II) nonostante tale voto sfavorevole, il

Consiglio di Amministrazione (o il Comitato Esecutivo, a seconda dei casi) approvi definitivamente tale Operazione Rilevante; oppure

(c) nel caso in cui (I) nessuno degli amministratori non indipendenti nominati su designazione dei Precedenti Azionisti di Controllo partecipi alla riunione del Consiglio di Amministrazione (o alla riunione del Comitato Esecutivo, a seconda dei casi) di CF+ debitamente convocata per qualsiasi questione urgente, (II) il Consiglio di Amministrazione (o il Comitato Esecutivo, a seconda dei casi) così convocato approvi tale Operazione Rilevante e (III) entro e non oltre il quarto giorno di calendario successivo alla data della riunione del Consiglio di Amministrazione (o del Comitato Esecutivo, a seconda dei casi), i Precedenti Azionisti di Controllo (tramite il loro Rappresentante) comunicano per iscritto all'Investitore il loro dissenso in merito all'approvazione della relativa Operazione Rilevante e (IV) a seguito di tale comunicazione, l'Operazione Rilevante in questione non sia revocata dal Consiglio di Amministrazione (o dal Comitato Esecutivo, a seconda dei casi) né i relativi termini e condizioni siano modificati con il voto favorevole di almeno uno degli amministratori non indipendenti nominati su designazione dei Precedenti Azionisti di Controllo,

(ciascuna delle circostanze di cui alle lettere (a), (b) e (c) sopra indicate costituisce una “Situazione di Stallo”), si riterrà quindi che si sia verificata una Situazione di Stallo e si applicheranno le seguenti disposizioni:

(i) nella circostanza di cui al punto (a) sopra, l'Investitore avrà il diritto, ma non l'obbligo, di esercitare l'Opzione Call in caso di Stallo (si veda il Paragrafo 5.6 delle Informazioni Essenziali) entro e non oltre 15 Giorni Lavorativi dalla data dell'assemblea degli azionisti o della riunione del Consiglio di Amministrazione (o del Comitato Esecutivo, a seconda dei casi) durante la quale si è verificata la Situazione di Stallo, consegnando ai Precedenti Azionisti di Controllo che hanno concesso la relativa opzione una comunicazione di esercizio (la “Comunicazione di Esercizio”);

(ii) al verificarsi delle circostanze di cui alle precedenti lettere (b) e (c), l'Opzione Call in caso di Stallo sarà considerata automaticamente e validamente esercitata dall'Investitore, in conseguenza (i) dell'approvazione delle delibere di cui alle precedenti lettere (b) e/o (c), e (ii) dell'effettivo perfezionamento e regolamento della relativa Operazione Rilevante.

Una volta consegnata dall'Investitore ai Precedenti Azionisti di Controllo la Comunicazione di Esercizio, i Precedenti Azionisti di Controllo non saranno più autorizzati ad esercitare alcun diritto di veto durante ulteriori assemblee degli azionisti di CF+ debitamente convocate per deliberare in merito all'approvazione delle Materie Riservate all'Assemblea degli Azionisti.

5.7. Opzione Call in caso di Stallo

I Precedenti Azionisti di Controllo concedono all'Investitore un'opzione irrevocabile per l'acquisto di Azioni CF+ nonché dei diritti di voto, economici e amministrativi ad esse incorporati (“Opzione Call in caso di Stallo”), fermo restando che:

(a) se l'Opzione Call in caso di Stallo viene esercitata quando è già in corso una Procedura di Uscita Congiunta, il Prezzo dell'Opzione Call sarà pagato contestualmente al completamento della Procedura di Uscita Congiunta e sarà pari al Prezzo di Uscita;

(b) se l'Opzione Call in caso di Stallo viene esercitata quando non è già in corso una Procedura di Uscita Congiunta, il Prezzo dell'Opzione Call sarà calcolato sulla base del Valore Equo di Mercato (il “Prezzo FMV”);

(c) se l'Opzione Call in caso di Stallo viene esercitata quando è già in corso una Procedura di Uscita Congiunta ma la stessa fallisce o, comunque, non si conclude entro 12 mesi a partire dal momento dell'esercizio dell'Opzione Call in caso di Stallo, il Prezzo dell'Opzione Call sarà pari al Prezzo FMV.

Il trasferimento delle azioni oggetto dell'opzione e il pagamento del relativo prezzo saranno soggetti (i) all'ottenimento di tutte le Autorizzazioni richieste e (ii) se applicabile, all'approvazione definitiva della Materia Riservata dell'Assemblea degli Azionisti da parte dell'assemblea degli azionisti di CF+.

I Precedenti Azionisti di Controllo faranno in modo che i loro amministratori e sindaci designati presentino le loro dimissioni scritte dalla carica con effetto dal closing.

Al closing l'Investitore dovrà corrispondere un importo pari al 50% del Prezzo FMV che dovrà essere pagato al closing (il "Prezzo Provisorio").

L'importo residuo pari al 50% del Prezzo FMV (il "Prezzo Residuo" e, insieme al Prezzo Provisorio, il "Prezzo dell'Opzione Call") sarà pagato come segue.

Se l'Investitore non ha effettuato e perfezionato un'uscita entro la scadenza del:

(a) il 12° mese successivo all'esercizio dell'Opzione Call in caso di Stallo, o
(b) il 15° mese successivo all'esercizio dell'Opzione Call in caso di Stallo se e nella misura in cui (i) entro il termine di 12 mesi previsto al punto (a) sopra indicato, la documentazione vincolante (sebbene condizionata) che disciplina l'uscita (nel caso in cui l'Uscita sia prevista tramite cessione commerciale) sia già stata sottoscritta dalle parti interessate o (ii) tutte le formalità e le attività necessarie per richiedere l'ammissione alla Quotazione siano già state espletate (nel caso in cui l'Uscita sia prevista attraverso la quotazione di CF+),

non si applicherà alcun adeguamento al Prezzo FMV e, pertanto, il prezzo finale sarà pari al Prezzo dell'Opzione Call. In tal caso, il Prezzo Residuo sarà pagato pro quota a favore delle Parti nei confronti delle quali è stata esercitata l'Opzione Call in caso di Stallo entro 10 (dieci) Giorni Lavorativi dalla scadenza del periodo di cui sopra.

Se l'Investitore ha effettuato e perfezionato un'uscita (compreso il ricevimento del pagamento del relativo prezzo di uscita) entro la scadenza di:

(a) il 12° mese successivo all'esercizio dell'Opzione Call in caso di Stallo, oppure
(b) il 15° mese successivo all'esercizio dell'Opzione Call in caso di Stallo se e nella misura in cui (i) entro il termine di 12 mesi previsto al punto (a) sopra indicato, la documentazione vincolante (sebbene condizionata) che disciplina l'uscita (nel caso in cui l'uscita sia prevista tramite cessione commerciale) sia già stata sottoscritta dalle parti interessate o (ii) tutte le formalità e le attività necessarie per richiedere l'ammissione alla quotazione siano già state completate (nel caso in cui l'uscita sia prevista attraverso la quotazione di CF),

(il periodo di tempo di cui al punto (A) o, a seconda dei casi, al punto (B) di cui sopra, il "Periodo di Uscita Rilevante"),

il Prezzo dell'Opzione Call sarà adeguato in modo da corrispondere al prezzo di uscita.

5.8. Disposizioni concernenti l'exit

Le Parti riconoscono e concordano espressamente di avere il diritto di trasferire le rispettive partecipazioni azionarie in CF+ esclusivamente tramite (i) la vendita privata o il Trasferimento a uno o più terze parti delle azioni CF+ ("Cessione Commerciale"); oppure (ii) la quotazione di CF+ (la "Quotazione" e, complessivamente, l'"Uscita Congiunta").

L'Investitore potrà, in qualsiasi momento, avviare una procedura volta al raggiungimento di un'Uscita Congiunta (una "Procedura di Uscita Congiunta") inviando ai Precedenti Azionisti di Controllo una comunicazione con la richiesta di fornire l'elenco dei potenziali consulenti (la "Comunicazione di Uscita Congiunta").

A partire dal 1° gennaio 2023, i Precedenti Azionisti di Controllo avranno il diritto di avviare la Procedura di Uscita Congiunta consegnando all'Investitore la Comunicazione di Uscita Congiunta insieme all'elenco dei potenziali consulenti.

Ai fini di cui sopra, i Precedenti Azionisti di Controllo contatteranno, in coordinamento con l'Investitore, tre o più banche di investimento o consulenti finanziari primari al fine di valutare il loro track record e le loro ipotesi su una valutazione ipotetica di CF+ (in vista di un possibile avvio dell'Uscita Congiunta) (la “Fase di Presentazione”), resta inteso che i Precedenti Azionisti di Controllo terranno in ogni momento informato l'Investitore in merito alle discussioni con le suddette banche di investimento e/o consulenti finanziari, compreso lo scambio di corrispondenza con gli stessi.

Entro 15 Giorni Lavorativi dal ricevimento o dalla presentazione di una Comunicazione di Uscita Congiunta i Precedenti Azionisti di Controllo presenteranno all'Investitore un elenco scritto di tre banche d'investimento primarie o consulenti finanziari primari - da selezionare tra quelli intervistati durante la Fase di Presentazione, tenendo conto anche delle condizioni di incarico proposte - tra i quali l'Investitore - entro i successivi dieci Giorni Lavorativi - selezionerà a sua esclusiva discrezione quella che sarà nominata, non appena possibile, come consulente per conto di EIHC e dei Precedenti Azionisti di Controllo ai fini dell'Uscita Congiunta (il “Consulente Incaricato”), e stipulerà un mandato congiunto con il Consulente Incaricato.

Una volta nominato il Consulente Incaricato, le Parti richiederanno al Consulente Incaricato di fornire loro, non appena possibile, (a) una proposta di strategia per la Cessione Commerciale e (b) un intervallo indicativo preliminare di prezzi per azione eventualmente ottenibili per il collocamento delle azioni CF+ nel contesto della Cessione Commerciale (ciascuno dei quali costituisce un “Range di prezzo”) (le indicazioni di cui ai punti “(a)” e “(b)”, insieme, le “Indicazioni Preliminari”).

Le Parti convengono che, qualora non vengano fornite Indicazioni Preliminari entro la scadenza del sesto (6°) mese successivo alla nomina del Consulente Incaricato, la Procedura di Uscita Congiunta non avrà luogo, fermo restando che ciascuna Parte (i Precedenti Azionisti di Controllo a partire dal 1° gennaio 2023), avrà il diritto di riavviare una Procedura di Uscita Congiunta.

A meno che la Procedura di Uscita Congiunta non sia stata chiusa in anticipo, ogni volta che una o più offerte vincolanti (per evitare dubbi, anche condizionate) da parte di potenziali acquirenti terzi vengono ricevute ai fini della Cessione Commerciale, il Consulente incaricato fornirà all'Investitore e ai Precedenti Azionisti di Controllo indicazioni aggiornate e più affidabili (le “Indicazioni Aggiornate”) in merito al prezzo proposto nell'offerta vincolante ritenuta dal Consulente Incaricato più favorevole (tenendo conto del prezzo e degli altri termini e condizioni delle offerte ricevute).

Entro il 31 dicembre 2022 (incluso) ed entro 5 (cinque) Giorni Lavorativi dalla consegna (i) delle Indicazioni Preliminari o, a seconda dei casi, (ii) delle Indicazioni Aggiornate, i Precedenti Azionisti di Controllo dovranno inviare all'Investitore una comunicazione con l'indicazione del loro accordo o disaccordo con tali Indicazioni Preliminari e/o Aggiornate. Di conseguenza, a partire dal 1° gennaio 2023 (incluso) ed entro 5 (cinque) Giorni Lavorativi dalla consegna (i) delle Indicazioni Preliminari o, a seconda dei casi, (ii) delle Indicazioni Aggiornate, l'Investitore e i Precedenti Azionisti di Controllo dovranno notificarsi reciprocamente un avviso con l'indicazione del loro accordo o disaccordo con tali Indicazioni Preliminari e/o Aggiornate.

Una volta che tali comunicazioni siano state consegnate dalle/alle Parti, troverà applicazione una delle seguenti alternative.

(a) Se sia l'Investitore che i Precedenti Azionisti di Controllo si dovessero trovare in accordo sulle Indicazioni Preliminari e, se fornite, sulle Indicazioni Aggiornate, le Parti procederanno con l'Uscita Congiunta e l'Investitore avrà il diritto di dare istruzioni al Consulente Incaricato di procedere di conseguenza.

(b) Se i Precedenti Azionisti di Controllo non dovessero concordare (i) con le Indicazioni Preliminari o (ii) con le Indicazioni Aggiornate, mentre qualora l'Investitore concordi con le stesse e intenda procedere con l'Uscita Congiunta, avrà il diritto di dare istruzioni al Consulente Incaricato di procedere

di conseguenza e i Precedenti Azionisti di Controllo dovranno compiere tutte le azioni e le operazioni necessarie per la piena attuazione dell'Uscita Congiunta, incluse, a titolo esemplificativo ma non esaustivo, il trasferimento delle loro azioni CF+ a terze parti nel contesto della Cessione Commerciale o l'approvazione dell'aumento di capitale di CF+ che potrebbe essere necessario ai fini della Quotazione.

(c) se l'Investitore non dovesse essere d'accordo con le Indicazioni Preliminari, mentre i Precedenti Azionisti di Controllo dovessero essere d'accordo con esse e non dovesse essere concordata alcuna soluzione di reciproco riconoscimento tra le Parti (dopo averne discusso in buona fede), l'Investitore avrà il diritto di interrompere la Procedura di Uscita Congiunta, ma si applicheranno le seguenti disposizioni:

(i) Entro 15 Giorni Lavorativi dalla consegna da parte dell'Investitore di una comunicazione con indicazione del proprio dissenso, l'Investitore avrà il diritto di acquisire tutte (e non meno di tutte) le azioni CF+ detenute dai Precedenti Azionisti di Controllo, che saranno obbligati a vendere (l'“Opzione dell'Investitore”), ad un prezzo per azione pari al Range di Prezzo medio indicato nelle Indicazioni Preliminari o, se siano state fornite Indicazioni Aggiornate, ad un prezzo per azione pari al prezzo di vendita raccomandato dal Consulente Incaricato (il “Prezzo dell'Opzione dell'Investitore”);

(ii) la comunicazione relativa all'Opzione dell'Investitore sarà considerata debitamente e validamente presentata ai Precedenti Azionisti di Controllo se:

la vendita sottostante non prevede alcuna condizione (ad eccezione dell'ottenimento delle necessarie Autorizzazioni Antitrust e delle altre Autorizzazioni Normative);
riguarda tutte le azioni CF+ detenute dai Precedenti Azionisti di Controllo;

(iii) il perfezionamento della vendita ai sensi dell'Opzione dell'Investitore avverrà entro 60 Giorni Lavorativi dalla comunicazione inviata dall'Investitore (subordinatamente all'ottenimento delle necessarie Autorizzazioni Antitrust e delle altre Autorizzazioni Normative);

(iv) il trasferimento delle azioni CF+ a seguito dell'esercizio dell'Opzione dell'Investitore preveda la concessione da parte dei Precedenti Azionisti di Controllo di dichiarazioni e garanzie limitate alla proprietà delle azioni CF+, all'assenza di gravami sulle stesse e alla capacità dei Precedenti Azionisti di Controllo di trasferire tali azioni.

(d) Se sia l'Investitore che i Precedenti Azionisti di Controllo non dovessero concordare sulle Indicazioni Preliminari e, successivamente, sulle Indicazioni Aggiornate, la Procedura di Uscita Congiunta non avrà luogo o.

Qualora la Procedura di Uscita Congiunta fosse interrotta, nulla impedirà all'Investitore e agli Precedenti Azionisti di Controllo di riavviare una Procedura di uscita congiunta a partire dal 1° gennaio 2023.

Le Parti convengono che, qualora l'Uscita Congiunta avvenga tramite una Quotazione, le Parti coopereranno al fine di garantire che CF+ intraprenda tutte le azioni e attività ritenute in buona fede necessarie e/o appropriate ai fini della Quotazione.

Le Parti convengono inoltre che in caso di Quotazione, le Parti coopereranno in buona fede al fine di rivedere la procedura per la determinazione del Prezzo dell'Opzione dell'Investitore, in modo da prendere in considerazione, di comune accordo, la fascia indicativa preliminare dei prezzi per azione eventualmente ottenibili per il collocamento delle azioni CF+ nel contesto della Quotazione.

5.9. Disposizioni concernenti i trasferimenti delle azioni CF+

Qualsiasi trasferimento di Azioni CF sarà effettuato esclusivamente nell'ambito della Procedura di Uscita Congiunta; di conseguenza, qualora la Procedura di Uscita Congiunta non fosse in corso, le Parti non trasferiranno alcuna delle loro Azioni CF a terzi.

In deroga a quanto precede, dopo la Data di Efficacia, ciascuno dei Precedenti Azionisti di Controllo avrà il diritto di trasferire liberamente tutte o parte delle proprie azioni CF+, a condizione che: (i) il trasferimento sia effettuato a favore di una delle proprie affiliate o di un altro Precedente Azionista di Controllo e/o delle sue affiliate (a condizione che i trasferimenti alle affiliate non possano avvenire fino a quando la relativa affiliata non aderisca al Patto Parasociale e accetti di essere vincolata in modo incondizionato e irrevocabile dagli stessi obblighi nei confronti delle Parti); e (ii) il sig. Tarantelli continui a detenere in qualsiasi momento una partecipazione azionaria pari almeno al 40% del totale delle azioni detenute da tutti i Precedenti Azionisti di Controllo e, in ogni caso, a essere il Precedente Azionista di Controllo con la partecipazione maggiore; e (iii) il trasferimento previsto non influisca sulla struttura di controllo di CF+ in modo tale da compromettere o comunque ostacolare i diritti dell'Investitore e/o l'applicazione di qualsiasi disposizione del Patto Parasociale.

5.10. Disposizioni applicabili in caso di decesso/incapacità di uno qualsiasi dei Precedenti Azionisti di Controllo e di altre persone fisiche

In caso di decesso o incapacità di agire di Briozzo, del sig. Trapani, del sig. Quadrino o di uno qualsiasi dei Precedenti Azionisti di Controllo che sia una persona fisica, (ciascuno, una “Persona Rilevante”), le Parti convengono che i Precedenti Azionisti di Controllo avranno il diritto, ma non l’obbligo, di acquistare, in tutto o in parte, le azioni CF+ detenute dagli eredi di tali Persone Rilevanti.

Fatta salva qualsiasi Autorizzazione applicabile, i Precedenti Azionisti di Controllo avranno il diritto di esercitare l’opzione call nei confronti dei suddetti eredi (i) a pena di decadenza, entro 90 giorni dalla data del decesso o dalla data dell’accertamento giudiziale dell’incapacità delle Persone Rilevanti; e (ii) ad un prezzo per azione pari al fair market value.

Qualora i Precedenti Azionisti di Controllo non esercitino l’opzione di acquisto, l’Investitore avrà il diritto, ma non l’obbligo, di esercitare tale opzione di acquisto su tutte o parte delle azioni CF+ detenute dagli eredi di tale Persona Rilevante.

Tale diritto potrà essere esercitato dall’Investitore, previa autorizzazione applicabile, (i) a pena di decadenza, entro 60 giorni dalla fine del periodo di esercizio; (ii) ad un prezzo pari al prezzo che sarebbe stato pagato dai Precedenti Azionisti di Controllo, se questi ultimi avessero esercitato l’opzione call.

Qualora sia i Precedenti Azionisti di Controllo che l’Investitore non esercitino l’opzione call, gli eredi della Persona Rilevante (che agiranno come parte unica ai fini del presente documento) avranno un’opzione put per richiedere all’Investitore di acquistare tutte, e non meno di tutte, le Azioni CF detenute dagli eredi.

Fatta salva qualsiasi Autorizzazione applicabile, gli eredi della Persona Rilevante avranno il diritto di esercitare l’opzione put (i) a pena di decadenza, entro 90 giorni dalla scadenza dell’opzione call o dalla rinuncia da parte dell’Investitore (e si riterrà che abbiano esercitato l’opzione put a meno che non dichiarino espressamente la loro intenzione di non esercitarla entro tale termine), a seconda dei casi; e (ii) ad un prezzo per azione pari al fair market value pertinente scontato del 20% (o, nel caso di Briozzo, pari al fair market value pertinente senza applicare alcuno sconto).

5.11. Disposizioni applicabili in caso di morte/incapacità di agire di Lombardo

In caso di morte o incapacità di agire di Lombardo, l’Investitore avrà il diritto, ma non l’obbligo, di acquistare tutte, e non meno di tutte, le azioni CF+ detenute dagli eredi di Lombardo, comprese le azioni CF+ detenute da questi ultimi tramite Harvip.

Fatta salva qualsiasi Autorizzazione applicabile, l’Investitore avrà il diritto di esercitare l’opzione call (i) a pena di decadenza, entro 30 giorni dalla data del decesso o dalla data dell’accertamento giudiziale dell’incapacità di agire di Lombardo; e (ii) ad un prezzo per azione pari al fair market value.

Qualora l’Investitore non eserciti l’opzione call, gli eredi di Lombardo (che agiranno come parte unica ai fini del presente documento) avranno un’opzione put per richiedere all’Investitore di acquistare tutte, e non meno di tutte, le loro azioni CF+ (comprese le azioni CF+ da loro detenute tramite Harvip).

Fatta salva qualsiasi Autorizzazione applicabile, gli eredi di Lombardo avranno il diritto di esercitare l'opzione put (i) a pena di decadenza, entro 90 giorni dalla scadenza dell'opzione call o dalla rinuncia da parte dell'Investitore (e si riterrà che abbiano esercitato l'opzione put a meno che non dichiarino espressamente la loro intenzione di non esercitarla entro tale termine), a seconda dei casi; e (ii) ad un prezzo per azione pari al fair market value.

5.12. Politica dei dividendi

A partire dalla Data di Efficacia e per l'intera durata del Accordo, le Parti si impegnano a discutere in buona fede una politica di distribuzione dei dividendi ordinari di CF+ (la “Politica sui Dividendi”). Resta inteso che, per chiarezza, la Politica sui Dividendi non avrà alcun effetto vincolante: (i) sulle decisioni che saranno prese dagli amministratori nominati dall'Investitore né (ii) sullo stesso Investitore in relazione alle decisioni che saranno prese, rispettivamente, dal Consiglio di Amministrazione e/o dall'Assemblea degli Azionisti.

5.13. Accordi con i Key Manager di CF+

A seguito della Data di Efficacia e per l'intera durata del Patto Parasociale, i Precedenti Azionisti di Controllo accettano di cooperare in buona fede con l'Investitore nel contesto di qualsiasi negoziazione di accordi di incentivazione con qualsiasi Key Manager volta a migliorare l'allineamento degli interessi con CF+, inclusa, a titolo esemplificativo ma non esaustivo, la concessione – su base pro quota – a qualsiasi Key Manager dell'opzione di acquisire o ricevere quote di minoranza delle azioni CF+.

6. Durata del Patto Parasociale

Il Patto Parasociale è entrato in vigore il 1° agosto 2021 e rimarrà pienamente efficace fino al 1° agosto 2026 (il “Termine Iniziale”), salvo che non sia risolto precedentemente per effetto dell'esercizio della Call Option, in caso di Exit o per accordo delle Parti nel contesto di una Joint Exit Procedure.

Il Patto Parasociale si rinnova tacitamente per successivi periodi di 5 anni ciascuno, salvo disdetta da inviarsi per iscritto da una delle Parti all'altra, entro e non oltre 6 mesi dalla data di scadenza di ciascun periodo di durata. Tuttavia, fermo restando il Termine Iniziale, ai sensi del disposto dell'art. 123, comma 1, TUF, la durata dei rinnovi successivi alla scadenza del Termine Iniziale deve intendersi ridotta a 3 anni.

Il Patto Parasociale prevede, altresì, che non oltre 12 mesi dalla scadenza del Termine Iniziale, le Parti discutano in buona fede le rispettive intenzioni riguardo l'eventuale rinnovo e/o modifica del Patto Parasociale.

Se una delle Parti ha inviato tempestivamente la comunicazione di risoluzione, le Parti si impegnano a convocare tempestivamente (ed esprimere voto favorevole) un'assemblea degli azionisti di CF+ al fine di modificare - e provvederanno e faranno in modo, nella misura consentita dalla legge, che gli amministratori di CF+ nominati al momento della loro designazione intraprendano qualsiasi azione o adottino qualsiasi comportamento volto a perseguire in qualsiasi modo la modifica - il Nuovo Statuto di CF in modo da, inter alia: riflettere alcune disposizioni del Patto Parasociale, ossia: (i) i diritti dell'Investitore e dei Precedenti Azionisti di Controllo di designare i membri del Consiglio di Amministrazione e i membri del Collegio Sindacale di CF+, il diritto dei Precedenti Azionisti di Controllo di designare il Presidente del Consiglio di Amministrazione di CF+, nonché il diritto dell'Investitore di designare gli amministratori da nominare come Vicepresidente del Consiglio di Amministrazione e come Amministratore Delegato di CF+ secondo le disposizioni stabilite nel Patto Parasociale; (ii) i diritti di veto a favore del Precedente Azionista di Controllo in relazione alle Materie Riservate all'Assemblea degli Azionisti in linea e nei limiti previsti dal Patto Parasociale; e (iii) introdurre diritti di tag-along e drag-along. A tal fine, le Parti si impegnano a esprimere, dopo aver ottenuto la relativa Autorizzazione, un voto favorevole nell'assemblea degli azionisti di CF+ al fine di introdurre le suddette modifiche nel Nuovo Statuto di CF.

7. Deposito del Patto Parasociale e pubblicazione delle Informazioni Essenziali

Il Patto Parasociale è stato depositato presso il Registro delle Imprese di Milano, Monza Brianza, Lodi in data 11 marzo 2026, con il numero di protocollo PRA/144345/2026/CMIAUTO.

Queste Informazioni Essenziali sono pubblicate sul sito internet di Banca Sistema all'indirizzo www.bancasistema.it.

11 marzo 2026

M.2 Offeror’s Notice

(This page has been intentionally left blank)

Banca CF+

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THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY COUNTRY WHERE SUCH DISCLOSURE, PUBLICATION, OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS IN THAT JURISDICTION.

MANDATORY PUBLIC TENDER AND EXCHANGE OFFER LAUNCHED BY BANCA CF+ S.P.A. FOR ALL THE ORDINARY SHARES OF BANCA SISTEMA S.P.A.

Notice pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented ("TUF"), and Article 37 of the Regulation adopted by Consob with Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation")

Milan, 6 March 2026 - Pursuant to and for the purposes of Article 102, paragraph 1, of the TUF and Article 37 of the Issuers' Regulation, Banca CF+ S.p.A. ("CF+" or the "Offeror"), hereby announces (the "Notice"), the fulfilment, on the date hereof, of the conditions provided by law triggering the requirements for the Offeror to launch a mandatory tender and exchange offer, pursuant to Articles 102 and 106 of the TUF (the "Offer") on maximum no. 23,537,744 ordinary shares (the "Shares") of Banca Sistema S.p.A. ("Banca Sistema", the "Issuer" or the "Company") admitted to trading on Euronext Milan, Euronext STAR Milan segment, organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), equal to approximately $29.27\%$ of the relevant share capital, corresponding to the entire amount of Banca Sistema Shares (equal to no. 80,421,052 Shares), net of the no. 56,883,308 Shares of the Issuer already owned by the Offeror at the date of this Notice, equal to approximately $70.73\%$ of the relevant share capital and approximately $69.05\%$ of the relevant voting rights (based on n. 82,383,540 voting rights).

The obligation to launch the Offer follows the Offeror's voluntary public tender and exchange offer for all of the Issuer's Shares (the "VTO"), announced on 30 June 2025, as a result of which, on the date hereof, the Offeror came to hold a stake in Banca Sistema exceeding the $30\%$ threshold referred to in Article 106 of the TUF. Specifically, as of the date of this Notice, the Offeror holds no. 56,883,308 Shares of the Issuer, corresponding to approximately $70.73\%$ of the relevant share capital and approximately $69.05\%$ of the relevant voting rights.

Please note that, with regard to the VTO, as of the date of this Notice, the reopening of the terms of the relevant acceptance period pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulations, which will take place on 9, 10, 11, 12 and 13 March 2026 (the "Reopening of the Terms of the VTO"). It should be noted that the Shares that will be tendered by Banca Sistema shareholders as part of the VTO during the period of Reopening of the Terms of the VTO will not be subject to the Offer referred to in this Notice.

Banca CF+ S.p.A.

Sede legale: 20122 Milano | Corso Europa 15 - Tel. +39 02 84213579 - Sede secondaria: 00187 Roma | Via Piemonte 38 - Capitale sociale Euro 55.780.782,83 i.v.- [email protected] - [email protected] - Iscritta al Registro delle Imprese di Milano Monza Brianza Lodi n° 00395320583 - REA C.C.I.A.A. Milano n° 2053326

Codice Fiscale 00395320583 - Rappresentante del "Gruppo IVA Banca CF+" - Partita IVA 16340351002 - Capogruppo del gruppo bancario "Gruppo Banca CF+" - Albo delle Banche e dei Gruppi Bancari: COD. ABI 10312.7 - Aderente al Fondo Interbancario di Tutela dei Depositi - www.bancacfplus.it

Not for release, publication or distribution, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada or Japan

Banca CF+

Plus, for your business.

The Offer is not aimed at delisting the Shares of the Issuer.

CF+ will recognize a total consideration equal to maximum of Euro 1.89 for each Share tendered to the Offer made up by the following components:

(i) Euro 1.432 in cash (the "Cash Consideration"); and
(ii) a maximum of Euro 0.458 (the "Consideration in KK Shares"), and, together with the Cash Consideration, the "Consideration"), through the allocation of no. 23 shares of Kruso Kapital S.p.A, admitted to trading on Euronext Growth Milan, multilateral trading facility organized and managed by Borsa Italiana (the "Relevant Subsidiary" or "KK"), subject to the split (frazionamento) of the outstanding KK shares on the basis of a 1:98 ratio, for each Share tendered to the Offer, with provision for a cash alternative of the same amount (maximum Euro 0.458) at the discretion of the offerees. It is understood that, if Borsa Italiana has already decided to start the trading of KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date (as defined below), the Consideration in KK Shares will in any case be paid through the allocation of KK shares (without prejudice to the following). According to KK's press release on 3 March 2026, KK's Board of Directors, on the same date, resolved to commence preliminary activities regarding the translating of KK shares from the Euronext Growth Milan multilateral trading facility to the Euronext Milan regulated market.

For the purposes of paying the Consideration in KK Shares, the Offeror will use the 17,371,795 KK shares held as of the date hereof by Banca Sistema, equal to approximately $70.59\%$ of the relevant share capital, net of the KK Shares that will be used to pay the consideration for the VTO.

Therefore, given the number of KK shares owned by Banca Sistema, the methods of payment of the Consideration in KK Shares must take into account the levels of acceptance of the VTO as well as the levels of acceptance of the Offer actually received. It should be noted that, considering the level of acceptance of the VTO, (before the Reopening of the Terms of the VTO), equal to approximately $70.73\%$ of Banca Sistema's share capital: (i) up to a level of acceptances equal to approximately $72.80\%$ of the Shares subject to the Offer, the Offeror will proceed with the payment of the Consideration in KK Shares through the allocation of 23 KK shares, subject to the split of the outstanding KK shares based on a 1:98 ratio, for each Share tendered to the Offer; (ii) for acceptance levels exceeding approximately $72.80\%$ of the Shares subject to the Offer, the Offeror will pay the Consideration in KK Shares (a) in part through the allocation of KK shares (at least 21 KK shares) in proportion to the total number of KK shares held by Banca Sistema on the Payment Date and taking into account the level of acceptance received; and (b) in part in cash, by paying shareholders of the Company tendering to the Offer the amount of Euro 0.0199 in cash for each KK share, after splitting, not allocated.

In any case, it remains understood that, if it is not possible to allocate, in whole or in part, the KK shares, after splitting, as payment of the Consideration in KK Shares by the Payment Date, the shareholders of the Company accepting the Offer will be paid the amount of Euro 0.0199 in cash for each KK share, after splitting, not allocated (and, therefore, if none of the no. 23 KK shares, after splitting, can be allocated, the amount to be paid in cash will be equal to Euro 0.458 per each Share tendered to the Offer, i.e., the entire Consideration in KK Shares). Therefore, if it is not possible to allocate part of the KK shares as described above, the Offeror will proceed to pay the Consideration in KK Shares (a) partly in cash, with reference to the KK shares that

Not for release, publication or distribution, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada or Japan

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cannot be allocated, and (b) partly through the allocation of KK shares in proportion to the total number of KK shares held by Banca Sistema and taking into account the level of acceptances received.

As specified in the offer document relating to the VTO, the Consideration for each Share tendered to the Offer and purchased by the Offeror will be the same as in the VTO. The Consideration in KK Shares will therefore be equal to the deferred consideration actually paid in the context of the VTO. Therefore, the Consideration in KK Shares could also be lower than the value of Euro 0.458 if, in the context of the VTO, it is not possible to allocate, in whole or in part, the KK shares due to the transfer by Banca Sistema of KK shares to third parties, including in the performance of existing contractual commitments under the KK Shareholders' Agreement (as described in more detail in Paragraph 1.6 of this Notice below).

It should be noted that, taking into account the provisions of the VTO, exclusively if (aa) it is not possible to allocate, in whole or in part, KK shares due to the transfer by Banca Sistema of KK shares to third parties - including in fulfilment of contractual commitments in place with reference to the KK Shareholders' Agreement, as better described in paragraph 1.6 below - and (bb) such transfer is made at an average price per KK share of more than 10% less than Euro 1.95, the shareholders of the Company accepting the VTO and the Offer, in addition to the consideration of Euro 1.432, will be paid an amount equal to: (average transfer price per KK share multiplied by 0.2143) in cash for each Banca Sistema Share, tendered to the Offer. For the sake of clarity, it should be noted that, in such a case, the deferred consideration of the VTO – and, therefore, the Consideration in KK Shares – would therefore be paid in cash and would be less than Euro 0.458. By way of example, in the event that the sale of KK shares by Banca Sistema to third parties, as referred to in points (aa) and (bb) above, it is carried out at an average price per KK share of Euro 1.658 (15% lower than Euro 1.95), the shareholders of the Company accepting the Offer will receive, as Consideration in KK Shares and in line with the deferred consideration of the VTO, a cash amount equal to Euro 0.389 for each Banca Sistema Share tendered, instead of Euro 0.458 and, therefore, the Consideration (including the Cash Consideration) would total Euro 1.821 instead of Euro 1.89.

The legal basis, the terms and essential elements of the Offer are indicated below. For any further information and for a complete description and assessment of the Offer, please refer to the offer document that will be prepared on the basis of model 2A of Annex 2 of the Issuers' Regulation and made available in the manner and within the time prescribed by applicable laws and regulations (the "Offer Document").

LEGAL BASIS, REASONS AND CONDITIONS OF THE OFFER

1.1 Legal basis of the Offer

The Offer is a mandatory public tender and exchange offer, launched pursuant to Articles 102 and 106 of the TUF and the relevant implementing provisions set out in the Issuers' Regulation, having as its object maximum no. 23,537,744 Shares of the Issuer, equal to approximately 29.27% of the relevant share capital, corresponding to all of the Banca Sistema Shares net of the 56,883,308 Shares of the Issuer already owned by the Offeror at the date of this Notice, equal to approximately 70.73% of the relevant share capital and approximately 69.05% of the relevant voting rights.

The obligation to proceed with the Offer follows the promotion by the Offeror of the VTO, announced on 30 June 2025, as a result of which, as of the date hereof, the Offeror has come to hold a stake in Banca Sistema

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exceeding the 30% threshold referred to in Article 106 of the TUF. In particular, as of the date of this Notice, the Offeror holds no. 56,883,308 Shares of the Issuer, corresponding to approximately 70.73% of the relevant share capital and approximately 69.05% of the relevant voting rights.

It should be noted that, with regard to the VTO, as of the date of this Notice, the Reopening of the Terms of the VTO pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulations, which will take place on 9, 10, 11, 12 and 13 March 2026. It should be noted that the Shares that will be tendered by Banca Sistema shareholders as part of the VTO during the period of Reopening of the Terms of the VTO will not be subject to the Offer referred to in this Notice.

1.2 Reasons for the Offer

The Offer is intended to fulfill the obligations set forth in Article 106 of the TUF.

As already announced in the context of the VTO, starting from August 2021, following the corporate reorganization of the former Credito Fondiario group, CF+ positions itself as a bank specialized in providing credit to small and medium-sized enterprises, by responding quickly and flexibly to their liquidity and financing needs, also through a digital interaction model between bank and business.

The market segment of specialized banks is characterized by the presence of multiple operators with specialized expertise who are able to provide highly customized and flexible services compared to traditional players, but which, due to their small size, are exposed to risks arising from the current complex financial, market and geopolitical environment.

In this context, consolidation transactions allow specialized players to strengthen their capital base and increase profitability and efficiency over the medium- to long-term horizon.

In light of the above, the Offeror has shown interest in promoting the VTO - and consequently the Offer - with the purpose of (i) consolidating its competitive position, maximizing the economies of scale, achievable through dimensional growth, and (ii) reduce the business risk through greater diversification of product and customer mix, also through the contribution of the expertise, customer relationships and products offered by the Issuer.

Based on its strategic guidelines and medium/long-term objectives, CF+ considers the integration with the Issuer a strategic lever for accelerating and maximizing value creation for all stakeholders involved.

In line with the VTO, the Offer represents a market transaction addressed to all shareholders of the Issuer, who, by accepting the Offer – given the proposed price structure – will simultaneously have the opportunity to:

immediately enhance the value of the investment made over time in the Issuer while reducing the potential risks associated with the achievement of medium- to long-term strategic objectives, through the payment of the Cash Consideration;
retain their investment in the pledge credit business, thereby ensuring continuity in the pursuit of the industrial and financial objectives previously outlined, through the payment of the Consideration in KK Shares.

1.3 Industrial and strategic aspects

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Based on data as of 31 December 2024, the new entity resulting from the transaction would have total net assets of approximately Euro 6.7 billion, of which approximately Euro 4.5 billion consisting of customer receivables. The Issuer's customers will benefit from the Offeror's range of products and services, which will complement those currently offered by the Issuer. The contribution of these resources in terms of capital aggregates will serve to strengthen the Offeror's position as a specialized bank in the Italian market, positioning itself as a potential aggregator for other players.

Although no formal decisions have been taken by the competent corporate bodies of the Offeror as of the date of this Notice, in order to accelerate the integration process and value creation, the Offeror intends to proceed with the merger by incorporation of the Offeror into the Issuer (the "Merger") as soon as possible following the completion of the Offer. The purpose of the Merger is:

to ensure better strategic coordination and governance efficiency;
to eliminate duplications in terms of organizational structures necessary to manage separate legal entities, while simultaneously maximizing operational efficiency;
to increase – with new resources – the intermediary's already solid capital position.

With regard to the latter aspect, the Offeror acknowledges that - following a specific request from the Bank of Italy in the context of the findings communicated to the Issuer by the aforementioned supervisory authority on 20 December 2024 following the investigations conducted by the same during the period July-October 2024 - on 21 March 2025, as disclosed to the market, the Board of Directors of Banca Sistema approved the update of the capital plan for the three-year period 2025-2027 (the "Capital Plan"), the results of which substantially confirm the profit targets and capital ratios outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic securitizations transactions (SRTs) and traditional securitization transactions, the judgments of the European Court of Human Rights and additional management initiatives.

The integration of the Offeror and the Issuer will enable:

the competitive positioning of the operator resulting from the integration to be strengthened through growth in size and the achievement of a scale that will enable cost synergies to be realized and development investments to be optimized;
diversify the composition of revenues through business segments that are complementary to the current structure and the offering of products with high strategic value;
consolidate relationships with corporate customers following the development of a comprehensive credit platform offering short- and medium- to long-term products, which will allow to capture a larger share of customer credit demand;
rationalize the funding structure in terms of composition and cost, with a consequent stabilization of funding and optimization of asset yields to benefit expansion, also thanks to the capital market as a facilitator in terms of funding;
develop a greater ability to attract new talent with specific professional skills to support business development;

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These objectives will be pursued by aiming to preserve a solid capital position and creating value for shareholders through the distribution of sustainable dividends over time, as part of a new dividend policy to be implemented following completion of the overall transaction (including the Merger), once the requirements currently imposed by the Bank of Italy on the Issuer have been met.

To this end, it will be essential that - as a consequence of the Merger of the Offeror into the Issuer - the entity resulting from the Merger remains a listed company, which will allow greater flexibility in seizing strategic opportunities, including by facilitating the potential role of aggregator of specialist entities in the market.

In order to pursue its strategic and industrial objectives of becoming a specialized bank of reference for the SME sector, the Offeror does not consider the pledge loan business to be strategic, which is why the Consideration in KK Shares will be paid through the allocation of this asset, represented by the KK shares held by Banca Sistema, to the shareholders participating in the Offer.

It is understood that, until the Payment Date, the Offeror intends to ensure, to the extent of its competence, that KK is managed on a going concern basis, with diligence and in accordance with ordinary and prudent management criteria, without undertaking or pursuing any action, initiative or transaction that could significantly modify or alter KK and/or that could result in an alteration, even prospective, of KK's income, equity and/or financial conditions.

For the sake of completeness, it should be noted that, as of the date of this Notice, no resolutions have been passed that affect the continued employment of the Issuer's workforce.

1.4 Authorizations

The launch of the Offer is not subject to obtaining any authorization.

For the sake of completeness, it should be noted that the Issuer's shareholders who, as a result of accepting the Offer, will come to hold, directly or indirectly, an interest in KK subject to preliminary authorization pursuant to Articles 19 and 110 of the Legislative Decree no. 385 of 1 September 1993, as subsequently amended (the "TUB"), shall be required to submit an application pursuant to Articles 19 and 110 of the TUB to the Bank of Italy in order to obtain such authorization.

1.5 Conditions of Effectiveness of the Offer

The effectiveness of the Offer, as mandatory pursuant to Articles 102 and 106, paragraph 1, of the TUF, is not subject to the fulfilment of any condition.

1.6 KK Shareholders Agreement

Based on publicly available information, on July 7, 2023, Banca Sistema and Fondazione Cassa di Risparmio di Alessandria, Fondazione Cassa di Risparmio di Cuneo and Fondazione Pisa (the "Foundations" and each one, individually, the "Foundation") executed, with effect from the first trading day of KK shares on Euronext Growth Milan (i.e., January 24, 2024), a shareholders' agreement to regulate their respective rights and obligations relating to the transfer of KK shares in replacement of any other previous agreement, arrangement or understanding, whether oral or written, having the same subject matter (the "KK Shareholders Agreement"), subsequently amended on January 19, 2024.

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To the best of the Offeror's knowledge, based on publicly available information (in particular, the document concerning the admission to trading of KK shares on Euronext Growth Milan dated 24 January 2024), as of the date of this Notice, the KK shares contributed to the KK Shareholders' Agreement by Banca Sistema and the Foundations, respectively, for a total amount of approximately 84.71% of KK's share capital, are listed below.

Shareholder	Number of shares subject to the KK Shareholders' Agreement	% of KK's share capital
Banca Sistema	17,371,795	70.59%
Fondazione Pisa	1,338,744	5.44%
Fondazione Cassa di Risparmio di Cuneo	1,338,744	5.44%
Fondazione Cassa di Risparmio di Alessandria	796,871	3.24%
Total	20,846,154	84.71%

For the sake of completeness, it should also be noted that, based on publicly available information, as of the date of this Notice, the Foundations hold a total of no. 2,325,239 KK shares not included in the KK Shareholders' Agreement, representing approximately 9.45% of KK's share capital.

In particular, pursuant to the KK Shareholders Agreement, Banca Sistema has, inter alia, granted the Foundations the option to purchase (the "Call Option"), in whole or in part, a portion of the shares subject to the KK Shareholders Agreement held by Banca Sistema in KK in the event that a third party – other than those who, on the date of execution of the KK Shareholders Agreement, already held a stake in the share capital of Banca Sistema exceeding 5% – were to become the holder of a stake in the share capital of Banca Sistema exceeding 33% (calculated in terms of voting rights, taking into account that the bylaws of Banca Sistema provide for the increase of voting rights (maggiorazione del voto)), directly or indirectly or through the signing of a shareholders' agreement that as a whole represents the said stake (the "Significant Event").

Pursuant to the KK Shareholders Agreement, upon the occurrence of a Significant Event, each Foundation shall have the right to exercise the Call Option with respect to a number of KK shares subject to the KK Shareholders Agreement owned by Banca Sistema determined in proportion to the Foundation's shareholding in KK with respect to the total shareholdings owned by the Foundations in KK.

The exercise price of each Call Option shall be equal to the product of: (a) the volume-weighted average price of KK shares recorded in the 6 (six) months prior to the date on which Banca Sistema notified the Foundations of the occurrence of the Significant Event or the date on which the Foundation became aware of the Significant Event, less 10% of such weighted average price; and (b) the number of KK shares for which the Call Option is exercised.

Following the completion of the VTO, as the Offeror has become the owner of a stake in the share capital of Banca Sistema exceeding 33%, a Significant Event has therefore occurred and, as a result, starting from the

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date hereof, the Foundations shall be entitled to exercise the Call Option within 15 working days from the date hereof.

2. PARTICIPANTS IN THE OFFER

2.1. The Offeror

The Offeror is Banca CF+ Credito Fondiario S.p.A., in a shortened form also Banca CF+ S.p.A., a joint stock company incorporated under Italian law, with registered office in Milan, Corso Europa No. 15, 20122, registration number with the Companies Register of Milano-Monza-Brianza-Lodi and tax code no. 00395320583, VAT number 16340351002, share capital of Euro 55,780,782.83, fully subscribed and paid up.

The Offeror is also registered in the Register of Banks - and Banking groups as the parent company of "CF+ Banking Group" ("CF Group+" or "CF+ Banking Group") - held by the Bank of Italy under number 10312.7, as well as a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi) and the National Guarantee Fund (Fondo Nazionale di Garanzia).

According to the company's bylaws, the duration of the Offeror is established until December 31, 2060.

As of the date of this Notice, the Offeror's share capital is divided among the following shareholders:

Shareholder	no. Shares	% share capital
European Investments Holding Company S.à r.l.	52,744,563	90.54%
Panfilo Tarantelli	3,559,926	6.11%
Sergio Ascolani	466,737	0.80%
Iacopo De Francisco	288,834	0.50%
Michele Ronchi	261,826	0.45%
Salvatore Cordaro	255,484	0.44%
Argenta Holdings S.à r.l.	176,342	0.30%
Be Holding S.r.l.	173,301	0.30%
Quarto S.r.l.	134,865	0.23%
Alberico Potenza	96,566	0.17%
Giovanni Gallo Barbisio	69,058	0.12%

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Carlo Goi	28,885	0.05%
Total	58,256,387	100%

As of the date of this Notice, the Offeror is therefore directly controlled by European Investments Holding Company S.à r.l., with registered office in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("EIHC")

It should be noted that, to the Offeror's knowledge, as of the date of this Notice:

the share capital of EIHC is directly held, for the 68%, by Elliott International, L.P., with registered office in the Cayman Islands, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, and for the 32% by Elliott Associates, L.P., with registered office in the United States of America, 1209 Orange Street, Wilmington, Delaware, DE 19801;
none of the limited partners in Elliott Associates, L.P. holds a participation equal to or greater than 10% or more of the partnership's share capital;
Elliott International Limited - with registered office in the Cayman Islands, c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 - is the only limited partner holding more than 90% of the share capital of Elliott International, L.P;
no one among the shareholders of Elliott International Limited holds a participation equal to or greater than 10% of the share capital of such company.

2.2. Persons acting in concert with the Offeror in connection with the Offer pursuant to Articles 101-bis and 109 of the TUF

By virtue of the foregoing relationships, EIHC, Elliott International, L.P. and Elliott International Limited are deemed persons acting in concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter b), of the TUF (collectively, the "Persons Acting in Concert").

For the sake of completeness, it should also be noted that on 29 June 2025, the Offeror, on the one hand, and Gianluca Garbi, SGBS S.r.l. and Garbifin S.r.l. (the "Tendering Shareholders"), on the other, signed an agreement (the "Agreement"), pursuant to which, inter alia, the Tendering Shareholders irrevocably committed to the Offeror to accept the VTO, by tendering a total of 19,995,371 Issuers' ordinary shares, representing approximately 24.86% of the Issuer's share capital.

Notwithstanding the foregoing only the Offeror will acquire the Shares that will be tendered to the Offer and it will bear the costs arising from the Offer.

For more information about the Agreement please refer to the essential information published on 3 July 2025, pursuant to Article 122 of the TUF and Article 130 of the Issuers' Regulation and available on the Banca Sistema website.

2.3. Issuer

The Issuer is Banca Sistema S.p.A., a joint stock company incorporated in Italy and operating under Italian law, with registered office in Milan, Largo Augusto 1/A, ang. via Verziere 13, registration number with the Company Register of Milano Monza Brianza Lodi, tax code and VAT number 12870770158.

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The Issuer is also registered in the Register of Banks held by the Bank of Italy under number 03158.3 and, as the parent company of the "Banca Sistema Banking Group" (the "Banca Sistema Group") in the Register of Banking Groups under number 3158, as well as a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi) and the National Guarantee Fund (Fondo Nazionale di Garanzia).

As of the date of this Notice, the Issuer's share capital amounts to Euro 9,650,526.24, fully subscribed and paid up, divided into 80,421,052 Shares, par value Euro 0.12.

The Shares are listed on Euronext Milan, Euronext STAR Milan segment, and are subject to the dematerialization regime pursuant to Article 83-bis of the TUF (ISIN code of the ordinary Shares: IT0003173629).

Pursuant to Article 3 of the bylaws, the duration of the Issuer is established until December 31, 2100 and may be extended in accordance with the law.

2.3.1. Shareholding

The following table shows the subjects who, as of the date of this Notice - to the best of the Offeror's knowledge based on publicly available information - hold a share of the voting rights of the Issuer exceeding 5% of the voting share capital:

Declarant or subject at the top of the participation chain	Direct shareholder	% of voting share capital
European Investments Holding Company S.à r.l.	Banca CF+ S.p.A.	69.05%

In particular, as at the date of this Notice, the Offeror holds no. 56,883,308 Shares of the Issuer, corresponding to approximately 70.73% of the relevant share capital and approximately 69.05% of the relevant voting rights.

To the best of the Offeror's knowledge, as of the date of this Notice, no Person Acting in Concert with the Offeror holds Shares of the Issuer, and neither the Offeror nor the Persons Acting in Concert hold financial instruments issued by the Issuer or derivative financial instruments that confer a long position in the Issuer.

2.3.2. Treasury Shares

As of the date of this Notice, to the Offeror's knowledge, the Issuer does not hold any treasury shares.

3. MAIN TERMS OF THE OFFER

3.1. Categories and quantity of the Shares subject to the Offer

The Offer relates to maximum of no. 23,537,744 Shares of the Issuer equal to approximately 29.27% of the relevant share capital, corresponding to all of the Banca Sistema Shares, net of the no. 56,883,308 Shares of the Issuer already owned by the Offeror at the date of this Notice, equal to approximately 70.73% of the relevant share capital and approximately 69.05% of the relevant voting rights.

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on 9, 10, 11, 12 and 13 March 2026 (the “Reopening of the Terms of the VTO”), has not yet been completed. It should be noted that the Shares that will be tendered by Banca Sistema shareholders during the Reopening of the Terms of the VTO will not be subject to the Offer referred to in this Notice.

The Shares of the Issuer tendered to the Offer shall be freely transferable to the Offeror and free from liens and encumbrances of every kind and nature, whether in rem, obligatory or personal.

The Offer is addressed, on a non-discriminatory basis and on equal terms, to all holders of the Shares subject to the Offer.

The number of Shares of the Issuer subject to the Offer may be reduced as a result of any purchases of Shares made by the Offeror prior to the beginning of the Tender Period (as defined below), or during the Tender Period, including any extension thereof, in accordance with and within the limits set forth in applicable law. Any such purchases will be promptly disclosed to the market pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulation.

As of the date of this Notice, based on the information available to the Offeror, Banca Sistema has not issued any convertible debt instruments, warrants, and/or financial instruments that grant voting rights, even limited to specific topics, in the shareholders' meetings of Banca Sistema in ordinary and extraordinary session, nor any other financial instruments that may grant to third parties, in the future, the right to acquire Shares, or even only the right to vote on them, even limited.

3.2. Offer Consideration

3.2.1. Offer Consideration per share

CF+ will pay - for each Share tendered to the Offer - the Consideration represented by the Cash Consideration and the Consideration in KK Shares.

The Consideration has been determined on the assumption that, prior to the Payment Date, including the payment date following the Reopening of the Terms (as defined below):

The Consideration is understood to be net of stamp duties, to the extent due, and of fees, commissions and expenses, which will be borne by the Offeror. The substitute tax on capital gains, if applicable, shall be borne by the parties accepting the Offer.

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Considering the mandatory nature of the Offer and taking into account the structure of the transaction giving rise to the obligation to launch the Offer, the Consideration has been set in accordance with the provisions of Article 106, paragraph 2, of the TUF, pursuant to which the offer must be promoted at a price not lower than the highest price paid by the offeror and persons acting in concert for purchases of ordinary shares of the issuer in the twelve months prior to the date of the communication referred to in Article 102, paragraph 1, of the TUF. The Consideration coincides, in fact, with the maximum unit price paid by the Offeror for each Banca Sistema Share tendered to the VTO.

In accordance with the above criteria, since neither the Offeror nor the Persons Acting in Concert with the Offeror have purchased Shares of the Issuer – in the twelve months prior to the date of this Notice – at a price higher than the unit price of the Shares recognized in the context of the VTO, the Consideration shall be equal to a maximum of Euro 1.89 for each Share tendered to the Offer, represented by the following components:

(i) Euro 1.432 in cash (the "Cash Consideration"); and
(ii) a maximum of Euro 0.458 (the "Consideration in KK Shares"), and, together with the Cash Consideration, the "Consideration"), through the allocation of no. 23 shares of Kruso Kapital S.p.A, admitted to trading on Euronext Growth Milan, multilateral trading facility organized and managed by Borsa Italiana (the "Relevant Subsidiary" or "KK"), subject to the split (frazionamento) of the outstanding KK shares on the basis of a 1:98 ratio, for each Share tendered to the Offer, with provision for a cash alternative of the same amount (maximum Euro 0.458) at the discretion of the offerees. It is understood that, if Borsa Italiana has already decided to start the trading of KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the Payment Date (as defined below), the Consideration in KK Shares will in any case be paid through the allocation of KK shares (without prejudice to the following). According to KK's press release on 3 March 2026, KK's Board of Directors resolved on the same date to commence preliminary activities regarding the translating of KK shares from the Euronext Growth Milan multilateral trading facility to the Euronext Milan regulated market.

It is understood that the Consideration in KK Shares could also be lower than the value of Euro 0.458 if, in the context of the VTO, it is not possible to allocate, in whole or in part, KK shares due to the transfer by Banca Sistema of KK shares to third parties, including in the performance of existing contractual commitments under the KK Shareholders' Agreement (as described in more detail in Paragraph 1.6 of this Notice).

It should be noted that, in determining the Consideration, the Offeror did not make use of appraisals prepared by independent parties aimed at assessing the fairness of the same.

The Consideration, consisting of the Cash Consideration and the Consideration in KK Shares (assuming, for the Consideration in KK Shares, a maximum value of Euro 0.458, and, therefore, a maximum value of the Consideration equal to Euro 1.89) incorporates: (i) a discount of approximately $3.77\%$ over the official price of the Shares on 27 June 2025, the last trading day prior to the date of the announcement of the VTO to the market (the "VTO Reference Date"); and (ii) a premium of approximately $7.64\%$ compared to the official price of the Shares on 5 March 2026, the last trading day before the date of this Notice (the "Reference Date").

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For the sake of completeness, it should be noted that the Cash Consideration incorporates: (i) a discount of approximately 27.09% compared to the official price of the Shares on the VTO Reference Date; and (ii) a discount of approximately 18.44% compared to the official price of the Shares on the Reference Date.

The following table shows a comparison between the Consideration of up to Euro 1.89 and the official price of the share compared to the last recording prior to the VTO Reference Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the VTO Reference Date.

Month	Weighted average price per Share (in Euro)	Difference between the Consideration and the average price per Share (in Euro)	Difference between the Consideration and the average price per Share (in % from the average price)
27 June 2025	1.96	-0.07	-3.77%
1-month price average	1.82	0.07	3.93%
3-month price average	1.65	0.24	14.40%
6-month price average	1.65	0.24	14.36%
12-month price average	1.59	0.30	18.93%

Source: LSEG Workspace dated 5 March 2026

The following table shows a comparison between the Consideration of up to Euro 1.89 and the official share price compared to the last recording prior to the Reference Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the Reference Date.

Month	Weighted average price per Share (in Euro)	Difference between the Consideration and the average price per Share (in Euro)	Difference between the Consideration and the average price per Share (in % from the average price)
5 March 2026	1.76	0.13	7.64%
1-month price average	1.66	0.23	13.74%

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3-month price average	1.67	0.22	13.09%
6-month price average	1.65	0.24	14.87%
12-month price average	1.69	0.20	11.96%

Source: LSEG Workspace dated 5 March 2026

The table below shows a comparison between the Cash Consideration of Euro 1.432 and the official price of the share compared to the last recording prior to the VTO Reference Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the VTO Reference Date.

Month	Weighted average price per Share (in Euro)	Difference between the Cash Consideration and the average price per Share (in Euro)	Difference between the Cash Consideration and average price per Share (in % from the average price)
27 June 2025	1.96	-0.53	-27.09%
1-month price average	1.82	-0.39	-21.25%
3-month price average	1.65	-0.22	-13.32%
6-month price average	1.65	-0.22	-13.35%
12-month price average	1.59	-0.16	-9.89%

Source: LSEG Workspace dated 5 March 2026

The table below shows a comparison between the Cash Consideration of Euro 1.432 and the official price of the share compared to the last recording prior to the Reference Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the Reference Date.

Month	Weighted average price per Share (in Euro)	Difference between the Cash Consideration and	Difference between the Cash Consideration and the average price per

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		the average price per Share (in Euro)	Share (in % from the average price)
5 March 2026	1.76	-0.32	-18.44%
1-month price average	1.66	-0.23	-13.82%
3-month price average	1.67	-0.24	-14.32%
6-month price average	1.65	-0.21	-12.97%
12-month price average	1.69	-0.26	-15.17%

Source: LSEG Workspace dated 5 March 2026

3.2.2. Total countervalue of the Offer

In the event that all holders of the Shares accept the Offer, the total maximum countervalue of the Offer, calculated on the basis of the Consideration, equal to a maximum of Euro 1.89 per Share, will be equal to a total of Euro 44,486,337 (the “Maximum Disbursement”). It should be noted that the Maximum Disbursement may be reduced based on the number of Shares subject to the Offer that may be purchased by the Offeror and/or by Persons Acting in Concert outside the Offer.

Pursuant to Article 37-bis of the Issuers’ Regulation, the Offeror declares that it has taken all necessary steps to ensure its full capacity to meet the payment obligations related to the Consideration.

The Offeror intends to meet its commitments to pay the Consideration through the use of its own financial resources.

The Offeror will obtain and deliver to Consob, no later than the day before the publication of the Offer Document, adequate guarantees in accordance with Article 37-bis, paragraph 3, of the Issuers’ Regulation.

3.2.4 Payment of the Consideration

The Consideration, in the form of Cash Consideration and the Consideration in KK Shares, will be paid on the trading day agreed with Borsa Italiana, without prejudice to any extensions or other changes to the Offer that may occur in accordance with current laws or regulations (the “Payment Date”).

The Consideration shall be paid, as set forth in the Offer Document, against the transfer to the Offeror of the Shares of the Issuer subject to this Offer, after the accepting shareholders have signed the subscription form, made available for this purpose by the appointed intermediaries, and upon completion of all the necessary formalities for the transfer of the Shares to the Offeror.

3.2.5 Tender Period

The period for the acceptance of the Offer (the “Tender Period”) - which shall commence after the publication of the Offer Document, in accordance with applicable laws- will be agreed upon with Borsa Italiana in compliance with the terms set forth in Article 40 of the Issuers’ Regulation and shall have a

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duration ranging from a minimum of 15 to a maximum of 25 trading days, subject to any extensions or any Reopening of the Terms (as defined below).

The terms and conditions for accepting the Offer, as well as the specific dates of the Tender Period, will be detailed in the Offer Document.

Pursuant to Article 40-bis of the Issuers' Regulation, no later than the trading day following the payment date at the end of the Tender Period, the Tender Period shall be reopened for five trading days (the "Reopening of the Terms") if the circumstances referred to in Article 40-bis, paragraph 1(b) of the Issuers' Regulation occur, provided that the cases referred to in Article 40-bis, paragraph 3, of the Issuers' Regulation do not apply.

3.2.6 Changes to the Offer

In compliance with the limits provided for by the applicable law and, in particular, with the limits and modalities set forth under Article 43 of the Issuers' Regulation, the Offeror reserves the right to make changes to the Offer up to the day preceding the day scheduled for the end of the Tender Period.

3.3 Markets on which the Offer will be launched

The Offer will be promoted exclusively in Italy pursuant to Articles 102 et seq. of the TUF.

The Offer shall not be promoted or distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which the Offer is not permitted without due authorization from the competent local authorities or would otherwise constitute a violation of applicable laws or regulations (the "Other Countries"), nor by means of international communication or trade instruments (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor through any facility of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner whatsoever.

3.4 Indicative timeline of the Offer

The Offeror will submit the Offer Document to Consob within 20 calendar days from today's date, pursuant to Article 102, paragraph 3, of the TUF.

The Offer Document will be published following Consob's approval of the Offer Document itself.

The Tender Period will begin following the publication of the Offer Document, in accordance with the applicable law.

4. DELISTING OF THE ISSUER'S SHARES

The Offer is not aimed at delisting the Shares of the Issuer.

In light of the above, if the Offeror - also taking into account the shareholdings held by the Persons Acting in Concert - comes to hold, following the Offer, a total shareholding above 90% but below 95% of the Issuer's share capital - also taking into account any treasury shares held by the Issuer, even indirectly - (the "Sell Out Procedure under Article 108, paragraph 2, of TUF"), the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading.

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In this circumstance, the Sell Out Procedure under Article 108, paragraph 2, of TUF shall not apply. The Offeror, on the occasion of the publication of the press release concerning the final results of the Offer and the potential press release concerning the final results following the Reopening of the Terms, shall communicate whether the conditions for the Sell Out Procedure under Article 108, paragraph 2, of TUF have been met in compliance with applicable laws.

Restoration of the free float may take place in the manner that will be deemed most appropriate in light of market needs. By way of example, such modalities may include, inter alia, the reallocation of the Shares through a sale public offering, private placement or accelerated book building (ABB), or a share capital increase with partial or total exclusion of pre-emptive subscription rights.

In the event that, upon completion of the Offer, the Offeror comes to hold, as a result of acceptances to the Offer and/or any purchases made by the Offeror and/or by the Persons Acting in Concert outside the Offer pursuant to applicable law, a total shareholding equal to or greater than 95% the Issuer's share capital, the Offeror hereby declares that it will fulfill its obligation to purchase the remaining outstanding Shares, pursuant to Article 108, paragraph 1, of the TUF. Furthermore, the Offeror declares that it will not exercise the right to purchase the remaining outstanding Shares, pursuant to Article 111 of the TUF. It is also understood that, in such a case, the Offeror shall in any event proceed to restore the free float sufficient to ensure regular course of trading.

In any case, in each of the above scenarios, the Offeror will propose to the Issuer's extraordinary shareholders' meeting to approve the Merger.

5. PUBLICATION OF PRESS RELEASES AND DOCUMENTS RELATING TO THE OFFERING

The Offer Document, press releases and all documents relating to the Offer will be made available, inter alia, on the Offeror's website (www.bancacfplus.it).

6. ADVISORS OF THE OFFEROR

For the purpose of the Offer, the Offeror is advised by:

(i) Chiomenti, as legal counsel;
(ii) Unicredit S.p.A. and Intermonte SIM S.p.A. as financial advisors; and
(iii) Georgeson S.r.l. as global information agent.

This Notice does not constitute nor is it intended to constitute an offer, invitation or solicitation to buy or otherwise purchase, subscribe for, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of financial instruments of Banca Sistema S.p.A. will be made in any country in violation of the laws applicable therein.

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The Offer will be made through the publication of the relevant Offer Document subject to Consob approval. The Offer Document will contain a full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.

The publication or distribution of this Notice in countries other than Italy may be subject to restrictions under applicable local law, and therefore any person subject to the laws of any country other than Italy is required to independently obtain information about any restrictions under applicable laws and regulations and ensure that they comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable law of the relevant country.

To the fullest extent permitted by applicable law, no one involved in the Offer shall be held liable or suffer prejudicial consequences arising from the violation of the aforementioned restrictions by the such persons.

This Notice has been prepared in accordance with Italian law, and the information disclosed herein may be different from that which would have been disclosed had the Notice been prepared in accordance with the laws of countries other than Italy.

No copy of this Notice nor any other documents relating to the Offer shall be, nor may be, mailed or otherwise transmitted or distributed to or from any country where the provisions of local law may cause civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Banca Sistema S.p.A. in such country or other countries where such conduct would constitute a violation of the laws of such country and no person receiving such documents (including as custodians, trustees or fiduciaries) shall mail or otherwise transmit or distribute the same to or from any such country.

FORWARD-LOOKING STATEMENTS

This Notice contains certain forward-looking statements, projections, objectives, estimates, and forecasts reflecting the Banca CF+ S.p.A. management's current views of with respect to certain future events. Forward-looking statements, projections, objectives, estimates, and forecasts are generally identifiable by the use of the words "may", "will", "shall", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project" "objective", or "target" or the negative of these words or other variations of these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding Banca CF+ S.p.A.'s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in markets in which Banca CF+ S.p.A. participates or is seeking to participate.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a predictions of actual results. The CF+ Group's ability to achieve its projected objectives or results is dependent on many factors which are beyond management's control. Actual results may materially differ from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. In particular, the numerical estimates referred to the hypothesis of full integration of the two banking groups.

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N. DOCUMENTS TO BE MADE AVAILABLE BY THE OFFEROR TO THE PUBLIC, INCLUDING BY REFERENCE, AND PLACES OR WEBSITES WHERE SUCH DOCUMENTS ARE AVAILABLE FOR CONSULTATION

The Offer Document and the documents referred to in this Section N, Paragraphs N.1 and N.2 are available to the public for consultation at:

i) the registered office of Banca CF+ S.p.A (Offeror) in Milan, Corso Europa no. 15;
ii) the registered office of Banca Sistema S.p.A (Issuer) in Milan, Largo Augusto n. 1/A, at the corner of Via Verziere no. 13;
iii) the administrative headquarters of UniCredit Bank GmbH, Milan branch (Intermediary in Charge of Coordinating the Collection of Acceptances) in Milan, Piazza Gae Aulenti, 4 - Tower C;
iv) Intermediaries in Charge's registered offices;
v) on the Offeror's website at www.bancacfplus.it;
vi) on the Issuer's website at www.bancasistema.it;
vii) on the Global Information Agent's website at www.georgeson.com/it

N.1 Documents relating to the Offeror

Financial report for the financial year ended 31 December 2025, including the consolidated financial statements and the financial statements of the Offeror as at 31 December 2025, accompanied by the annexes required by law.

N.2 Documents relating to the Issuer

Financial report for the financial year ended 31 December 2025, including the consolidated financial statements and the financial statements of the Issuer as at 31 December 2025, accompanied by the annexes required by law.

O. DECLARATION OF LIABILITY

The Offeror is liable for the completeness and truthfulness of the data and information contained in this Offer Document.

The Offeror declares that, to the best of its knowledge, the data contained in the Offer Document corresponds to reality and there are no omissions which could alter its scope.

Banca CF+ Credito Fondiario S.p.A.

Name: Iacopo De Francisco

Title: Chief Executive Officer and General Manager

AI assistant

Banca Sistema — M&A Activity 2026

4489_rns_2026-05-01_0e7e5c42-a554-4237-ae6e-d1a0f5fbbf60.pdf

OFFER DOCUMENT

MANDATORY TOTALITARIAN TENDER AND EXCHANGE OFFER

UNIT CONSIDERATION OFFERED

TENDER PERIOD AGREED WITH BORSA ITALIANA S.P.A.

PAYMENT DATE OF THE CONSIDERATION

FINANCIAL ADVISORS OF THE OFFEROR

TABLE OF CONTENTS

MAIN DEFINITIONS

INTRODUCTION

1. LEGAL REQUIREMENTS AND MAIN FEATURES OF THE OFFER

2. REASONS FOR THE OFFER AND SUMMARY OF FUTURE PLANS

2.1 Reasons for the Offer

2.2 Industrial and commercial matters

3. OFFEROR

4. OFFER CONSIDERATION AND MAXIMUM DISBURSEMENT

5. LIMITED DUE DILIGENCE ON THE ISSUER

6. LOG OF THE MAIN EVENTS RELATED TO THE OFFER

7. MARKETS WHERE THE OFFER IS LAUNCHED

A. WARNINGS

A.1 Conditions Precedent of the Offer

A.2 Consideration in KK Shares and possible unavailability of KK shares

A.3 Approval of the Issuer's Financial Reports and Interim Reports

A.4 Information on the Offer's Financing

A.5 Performance Guarantee

A.6 Related Parties of the Issuer

A.7 Reasons for the Offer and the Offeror's Future Plans in relation to the Issuer

Reasons for the Offer

Industrial and commercial matters

A.8 Transactions as a result of the Offer

A.8.1 Merger

A.8.2 Other possible extraordinary transactions

A.9 Notices and Authorisations to make the Offer

A.10 Reopening of the Terms of the Offer

A.11 Representation of the Offeror concerning the Sell Out Procedure under Article 108, paragraph 1, of TUF and the Sell Out Procedure under Article 108, paragraph 2, of TUF, and the right to restore the free float under Article 108 of the TUF

A.12 Possible shortage of free float and loss of requirements for maintaining STAR status

A.13 Articles of association provisions on the passivity rule and neutralisation rule, as well as on the possible application of the reciprocity clause under Article 104-ter of the TUF

A.14 Application of Article 39-bis (Independent Directors' Opinion) of the Issuers' Regulations

A.15 Potential Conflict of Interests among Parties involved in the Offer

A.16 Possible Alternative Scenarios for the Shareholder Recipients of the Offer

A.16.1 Scenarios relating to the Offer

A.16.1.1 Acceptance of the Offer

A.16.1.2 Non-acceptance of the Offer

A.17 Issuer's Notice

A.18 Critical Issues related to the National and International Macroeconomic Environment

B. PARTIES INVOLVED IN THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Name, Legal Form and Registered Office

B.1.2 Incorporation and Duration

B.1.3 Applicable Legislation and Jurisdiction

B.1.4 Share Capital

B.1.5 Corporate Purpose

B.1.6 Major Shareholders

B.1.7 Management and Control Bodies

Offeror’s Board of Directors

Board of Statutory Auditors of the Offeror

Auditing Firm

B.1.8 Brief description of the group headed by the Offeror

B.1.9 Activities of the Offeror and of the Group headed by the same

B.1.10 Main financial information on the Offeror and indication of accounting principles

Financial report for the financial year ended 31 December 2025

Analysis of the reclassified consolidated income statement

Analysis of the reclassified consolidated balance sheet

Further information

B.1.11 Recent trends and perspectives

B.1.12 Persons Acting in Concert

B.2 INFORMATION ON THE ISSUER

B.2.1 Name, Legal Form and Registered Office

B.2.2 Share Capital

B.2.3 Major Shareholders

B.2.3.1 Major Shareholders of KK

B.2.4 Management and Control Bodies and Auditing Firm

Issuer's Board of Directors

Board Committees

Board of Statutory Auditors

Auditing Firm

B.2.5 Brief Description of the Group Headed by the Issuer

B.2.6 Recent Trends and Perspectives

Banca Sistema M&A Activity 2026